As filed with the Securities and Exchange Commission on March 6, 2023

No. 333-268975

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 2
to
FORM S-4
UNDER THE SECURITIES ACT OF 1933

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RICE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)

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102 East Main Street, Second Story
Carnegie, Pennsylvania 15106
(713) 446-6259
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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J. Kyle Derham
Chief Executive Officer
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106
(713) 446-6259
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies of all communications, including communications sent to agent for service, should be sent to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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*           Prior to the consummation of the Business Combination described in the proxy statement/prospectus, the registrant intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “NET Power Inc.” in connection with the Business Combination, as further described in the proxy statement/prospectus.

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The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not issue the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED MARCH 6, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
RICE ACQUISITION CORP. II

PROSPECTUS FOR UP TO 198,350,578 SHARES OF COMMON STOCK AND
19,525,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
RICE ACQUISITION CORP. II
(TO BE RENAMED “NET Power Inc.” FOLLOWING DOMESTICATION IN THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

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To the Shareholders of Rice Acquisition Corp. II:

You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting”) of the shareholders of Rice Acquisition Corp. II, an exempted company incorporated in the Cayman Islands (“RONI,” “we,” “our” or “us”), which will be held at 609 Main Street, Houston, Texas 77002 at [            ] a.m., Eastern Time, on [            ], 2023. The extraordinary general meeting has been called to approve, among other things, the Domestication (as defined below) and the Business Combination (as defined below).

As further described in the accompanying proxy statement/prospectus, pursuant to the Domestication, on the date on which the Business Combination is consummated (the “Closing Date”), prior to the Effective Time (as defined below), RONI will become a Delaware corporation named “NET Power Inc.” (the “Domestication”). As part of the Domestication, all of the outstanding Class A ordinary shares, par value $0.0001 per share, of RONI (“Class A Shares”) will be converted into Class A common stock of a domesticated Delaware corporation, all of the outstanding Class B ordinary shares, par value $0.0001 per share, of RONI (“Class B Shares” and together with the Class A Shares, the “Ordinary Shares”) will be converted into Class B common stock of a domesticated Delaware corporation, the warrants of RONI (which are currently exercisable for Class A Shares) will become warrants to purchase Class A common stock of a domesticated Delaware corporation, and the governing documents of RONI will be amended and restated. Immediately following the Domestication, Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company and direct subsidiary of RONI (“RONI Opco”), will migrate and domesticate as a limited liability company in the State of Delaware (the “Opco Domestication” and, together with the Domestication, the “Domestications”). As used herein, “NET Power Inc.” and “Opco” refers to RONI and RONI Opco, respectively, after giving effect to the Domestications and the Business Combination.

On December 13, 2022, RONI entered into the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among RONI, RONI Opco, Topo Buyer Co, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of RONI Opco (the “Buyer”), Topo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Buyer (“Merger Sub” and, together with RONI, RONI Opco and the Buyer, collectively, the “Buyer Parties”), and NET Power, LLC, a Delaware limited liability company (“NET Power”), pursuant to which, among other things, Merger Sub will merge with and into NET Power (the “Merger”), with NET Power surviving the Merger and becoming a direct, wholly owned subsidiary of the Buyer, on the terms and subject to the conditions set forth therein.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the time that the Merger becomes effective (the “Effective Time”), each issued and outstanding equity interest of NET Power (other than any such equity interests held in the treasury of NET Power or owned by any subsidiary of NET Power immediately prior to the Effective Time) will be exchanged for one Class A Unit of RONI Opco and one share of Class B common stock of NET Power Inc. (“Class B Common Stock”). The transactions contemplated by the Business Combination Agreement is referred to herein as the “Business Combination.”

Following the closing of the Business Combination (the “Closing”), we will retain our “Up-C” structure, whereby all of the equity interests in NET Power LLC will be held by the Buyer, all of the equity interests in the Buyer will be held by Opco, and NET Power Inc.’s only assets will be its equity interests in Opco. The Up-C structure allows the Existing NET Power Holders (as defined below) to retain their equity ownership in NET Power, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger units of Opco (“Opco Units”). Immediately following the Closing, the Existing NET Power Holders are expected to own

approximately [            ]% of the Opco Units. Following the completion of the Business Combination, holders of Opco Units (other than NET Power Inc.) will, subject to certain limitations, have the right to cause Opco to acquire all or a portion of their Opco Units and corresponding shares of Class B Common Stock for Class A Common Stock (as defined below), subject to NET Power Inc.’s right to acquire each tendered Opco Unit directly from such holder for Class A Common Stock or an equivalent amount of cash. These acquisitions of Opco Units will provide potential future tax benefits for NET Power Inc. (a substantial portion of which the Existing NET Power Holders that are parties to the Tax Receivable Agreement will benefit from pursuant to the Tax Receivable Agreement). The payments that NET Power Inc. will be required to make under the Tax Receivable Agreement may be substantial and may materially affect NET Power Inc.’s liquidity; any such payments will reduce the cash provided by such potential future tax benefits that would otherwise have been available to NET Power Inc. for other uses, some of which could benefit the holders of Class A Common Stock. For more information, please see “Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

The Class A Shares and warrants exercisable for Class A Shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “RONI” and “RONI WS,” respectively. Certain Class A Shares and certain warrants currently trade as units (the “Units”), each of which consists of one Class A Share and one-fourth of one redeemable warrant. The Units are listed on the NYSE under the symbol “RONI U.” The Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. We intend to apply to list the Class A common stock of NET Power Inc. (the “Class A Common Stock”) and the warrants exercisable for Class A Common Stock on the NYSE under the symbols “NPWR” and “NPWR WS,” respectively, upon the Closing.

In connection with the Closing, RONI, RONI Opco, Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and certain entities affiliated with NET Power will enter into a stockholders’ agreement (the “Stockholders’ Agreement”), which will provide that, among other things: (i) the board of directors of NET Power Inc. (the “NET Power Inc. Board”) is expected to initially consist of nine members (which may be increased to comply with independence requirements); (ii) the holders of a majority of the Common Stock (as defined in the Stockholders’ Agreement) held by OLCV Net Power, LLC, a Delaware limited liability company (“OXY”), or its Permitted Transferees (as defined in the Stockholders’ Agreement) will have the right to designate two directors for appointment or election to the NET Power Inc. Board (the “OXY Directors”); provided that (a) on the first date after the Closing Date that OXY, together with its Permitted Transferees, fails to hold at least 20% of the issued and outstanding voting interests of NET Power Inc., the right of OXY to designate two directors shall cease, and the term of one then current OXY Director shall thereupon automatically end and (b) further, on the first date after the Closing Date that OXY, together with its Permitted Transferees, fails to hold at least 10% of the issued and outstanding voting interests of NET Power Inc., the right of OXY to designate an OXY Director shall cease, and the term of the then current OXY Director shall thereupon automatically end; (iii) the holders of a majority of the Common Stock held by NPEH, LLC, a Delaware limited liability company (“8 Rivers”), controlled by 8 Rivers Capital, LLC (“8 Rivers Capital”), or the Permitted Transferees of 8 Rivers will have the right to designate one director for appointment or election to the NET Power Inc. Board (the “8 Rivers Director”); provided that on the first date after the Closing Date that (a) 8 Rivers, together with its Permitted Transferees, fails to hold at least 10% of the issued and outstanding voting interests of NET Power Inc. and (b) 8 Rivers’ Percentage Interest (as defined in the Stockholders’ Agreement) represents less than 50% of its Initial Percentage Interest (as defined in the Stockholders’ Agreement), the right of 8 Rivers to designate a director shall cease, and the term of the then current 8 Rivers Director shall thereupon automatically end; (iv) the holders of a majority of the Common Stock held by Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Constellation”), or its Permitted Transferees will have the right to designate one independent director for appointment or election to the NET Power Inc. Board (the “Constellation Director”); provided that on the first date after the Closing Date that (a) Constellation, together with its Permitted Transferees, fails to hold at least 10% of the issued and outstanding voting interests of NET Power Inc. and (b) Constellation’s Percentage Interest represents less than 50% of its Initial Percentage Interest, the right of Constellation to designate a director shall cease, and the term of the then current Constellation Director shall thereupon automatically end; (v) the holders of a majority of the Common Stock held by Sponsor or its Permitted Transferees will have the right to designate one director for appointment or election to the NET Power Inc. Board (the “Sponsor Director”); provided that on the first date after the Closing Date that (a) Sponsor, together with its Permitted Transferees, fails to hold at least 5% of the issued and outstanding voting interests of NET Power Inc. and (b) Sponsor’s Percentage Interest represents less than 50% of its Initial Percentage Interest, the right of Sponsor to designate a director shall cease, and the term of the then current Sponsor Director shall thereupon automatically end; (vi) the NET Power Inc. Board shall take all necessary action to nominate the person then serving as the Chief

Executive Officer of NET Power Inc. for appointment or election to the NET Power Inc. Board during the term of the Stockholders’ Agreement; and (vii) the Board shall designate three independent directors (the “Independent Directors”) to serve on the NET Power Inc. Board during the term of the Stockholders’ Agreement. If the Sponsor Director is not reasonably determined, based on the advice of NET Power Inc.’s counsel, to be an “independent director” for purposes of the applicable stock exchange listing standards, the NET Power Inc. Board shall be permitted in its sole discretion to increase the size of the NET Power Inc. Board to 11 members, and to fill the two additional directorships with two additional independent directors nominated by the NET Power Inc. Board.

Additionally, pursuant to the terms of the Stockholders’ Agreement, OXY, 8 Rivers, Constellation, Baker Hughes Energy Services LLC, a Delaware limited liability company (collectively, the “Existing NET Power Holders”), and the Sponsor and their permitted transferees will be granted certain customary registration rights. Also, the Existing NET Power Holders party to the Stockholders’ Agreement will be, from and after the Closing Date, subject to a lock-up period from the Closing Date (as defined in the Stockholders’ Agreement) on transferring their equity interests in NET Power Inc. and RONI Opco, with 33 1/3% of the Company Interests (as defined in the Stockholders’ Agreement) issued to each of the Existing NET Power Holders party to the Stockholders’ Agreement in connection with the Business Combination being subject to a three-year lockup (subject to early expiration based on the per share trading price of Class A Common Stock), and 66 2/3% of the Company Interests issued to each of the Existing NET Power Holders party to the Stockholders’ Agreement in connection with the Business Combination being subject to a one-year lockup (subject to early expiration based on the per share trading price of Class A Common Stock).

Concurrently with the execution of the Business Combination Agreement, on December 13, 2022, RONI entered into subscription agreements (each, a “Subscription Agreement” and together, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase from RONI, and RONI has agreed to issue and sell to the PIPE Investors, an aggregate of 22,545,000 newly issued shares of Class A Common Stock for an aggregate purchase price of $225,450,000, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). Each Subscription Agreement contains customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE financing. RONI has agreed with certain of the PIPE Investors (the “Open Market Purchase Rights PIPE Investors”) that such investors may reduce the number of shares of Class A Common Stock to be purchased by such investors pursuant to their Subscription Agreements by up to 10.0 million shares in the aggregate if, among other things, they purchase Class A Shares in open market transactions at a price of less than $9.97 per share prior to the Closing Date, do not vote any such Class A Shares in favor of approving the Business Combination and instead submit a proxy abstaining from voting thereon and, to the extent they have the right to have all or some of their Class A Shares redeemed for cash in connection with the consummation of the Business Combination, not exercise any such redemption rights.

At the extraordinary general meeting, in addition to approval of the Business Combination (the “Business Combination Proposal”) and the Domestication (the “Domestication Proposal”), you will also be asked to consider and vote upon (i) the proposed certificate of incorporation and bylaws of NET Power Inc. to be effective after giving effect to the Domestication, copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively (such proposal, the “Charter Proposal”), (ii) on a non-binding advisory basis, proposals to approve material differences between RONI’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the proposed certificate of incorporation and bylaws of NET Power Inc. upon the Domestication, copies of which are attached to the accompanying proxy statement/prospectus as Annex C and D, respectively (such proposals, collectively, the “Governance Proposals”), (iii) a proposal to approve, for purpose of complying with provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of Class A Common Stock in connection with the Business Combination and the PIPE Financing (the “NYSE Proposal”), (iv) a proposal to approve and adopt the NET Power Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan Proposal”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex J, (v) a proposal to approve the election of three directors to serve until the 2024 annual meeting of stockholders, three directors to serve until the 2025 annual meeting of stockholders and three directors to serve until the 2026 annual meeting of stockholders (the “Director Election Proposal”) and (vi) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we urge you to read carefully in its entirety, including the annexes and accompanying financial statements of RONI and NET Power Inc.

After careful consideration, the board of directors of RONI (the “RONI Board”) has unanimously approved the Business Combination Agreement and the Business Combination and determined that each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Governance Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal is in the best interests of RONI and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. In considering the recommendation of the RONI Board to vote for these proposals, shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the RONI Board, certain RONI officers and certain NET Power officers and directors have interests in the Business Combination that may be different from, or in addition to, those of other stockholders generally. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Risk Factors” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Prior to our initial business combination, only holders of Class B Shares will have the right to vote on the election of directors. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of Class A Shares and holders of Class B Shares vote together as a single class, with each share entitling the holder to one vote.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Approval of the Domestication Proposal and the Charter Proposal each requires the affirmative vote of holders of at least two-thirds of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Approval of the NYSE Proposal, the Governance Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal each requires the affirmative vote of at least a majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Sponsor and certain of our officers and directors entered into a letter agreement at the time of RONI’s initial public offering (the “RONI IPO”), pursuant to which they agreed to vote any shares of capital stock of RONI owned by them in favor of the Business Combination Proposal and to waive their right to have their stock redeemed by RONI. As of the date hereof, such shareholders own approximately 20% of the total outstanding Ordinary Shares.

Pursuant to the Existing Governing Documents, we are providing our public shareholders (as defined below) with the opportunity to have all or a portion of their Class A Shares redeemed for cash upon the Closing (the “redemption rights”). Our “public shareholders” are holders of Class A Shares included as part of the Units sold in the RONI IPO and Class A Shares issued to the Sponsor prior to the RONI IPO (such shares, the “public shares”), whether such shares were purchased in the RONI IPO or in the secondary market following the RONI IPO and whether or not such holders are affiliates of the Sponsor. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. You will be entitled to receive cash for any Class A Shares to be redeemed only if you:

(i)     (a) hold Class A Shares or (b) hold Units and you elect to separate your Units into the underlying Class A Shares and warrants prior to exercising your redemption rights with respect to the Class A Shares; and

(ii)    prior to 5:00 p.m., Eastern Time, on [            ], 2023 (two business days prior to the vote at the extraordinary general meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (“Continental”), that we redeem your Class A Shares for cash and (b) deliver your Class A Shares to Continental.

Public shareholders may elect to redeem all or a portion of their Class A Shares, whether they vote “FOR” the Business Combination Proposal or not. If the Business Combination is not consummated, the Class A Shares will not be redeemed for cash. If the Business Combination is consummated and a public shareholder properly exercises its right to redeem its Class A Shares and timely delivers its shares to Continental, we will redeem each Class A Share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in RONI’s trust account that holds proceeds of the RONI IPO (the “Trust Account”), calculated as of two business days prior to the Closing,

including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes of RONI, divided by the number of then-outstanding Class A Shares and Class A units of RONI Opco (other than those held by RONI). For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.14 per share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed Class A Shares for cash and will no longer own such shares. Any request to redeem Class A Shares, once made, may be withdrawn at any time until the deadline for requesting to exercise redemption rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of Class A Shares delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that RONI instruct Continental to return the certificate. The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for requesting to exercise redemption rights. See the section entitled “Special Meeting of RONI Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Class A Shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Each redemption of Class A Shares by public shareholders will decrease the amount in the Trust Account, which held total assets of approximately $350 million as of December 31, 2022 and which RONI intends to use for the purposes of consummating the Business Combination within the time period described in the accompanying proxy statement/prospectus and to pay deferred underwriting commissions to the underwriters of the RONI IPO. The Business Combination Agreement provides that RONI’s and NET Power’s respective obligations to consummate the Business Combination is conditioned on RONI having Available Cash equaling or exceeding $200,000,000. “Available Cash” means, as of the Closing Date, the (i) amount in the Trust Account (after giving effect to the exercise of redemption rights by RONI shareholders), plus (ii) the amount received in respect of the PIPE Financing (including any portion provided in the form of cash funding raised by NET Power following entry into the Business Combination Agreement and retained on its books as of the Closing Date in an aggregate amount not to exceed $25,000,000), minus (iii) transaction expenses (for RONI and for NET Power), plus (iv) all cash proceeds from the purchase of Class A Common Stock following entry into the Business Combination Agreement as contemplated by Section 6.12 of the Business Combination Agreement in an aggregate amount not to exceed $200,000,000 (except to the extent received from any of the Existing NET Power Holders); plus (v) all cash on the consolidated balance sheet of RONI and its subsidiaries, in the aggregate. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by the public shareholders, these conditions are not met (or not waived), then RONI or NET Power may elect not to consummate the Business Combination. Based on the amount of $350 million in the Trust Account as of December 31, 2022, and taking into account the anticipated gross proceeds of approximately $225.5 million from the PIPE Financing, all 34.5 million shares of our currently outstanding Class A Shares may be redeemed and still enable us to have sufficient cash to satisfy the $200,000,000 Available Cash closing condition contained in the Business Combination Agreement. In addition, in no event will RONI consummate the Business Combination if the redemption of Class A Shares would result in our failure to have net tangible assets of at least $5,000,001.

All RONI shareholders are cordially invited to attend the extraordinary general meeting, and we are providing the accompanying proxy statement/prospectus and proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting (or any adjournments or postponements thereof). Whether or not you plan to attend the extraordinary general meeting, we urge you to read the accompanying proxy statement/prospectus carefully and submit your proxy to vote on the Business Combination and the other proposals contained therein. Please pay particular attention to the section entitled “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

Only holders of record of Ordinary Shares at the close of business on [            ], 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements thereof. A complete list of our shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting and electronically during the extraordinary general meeting at [            ].

Your vote is important regardless of the number of shares you own. To ensure your representation at the extraordinary general meeting, whether you plan to attend the extraordinary general meeting or not, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote, obtain a proxy from your broker or bank.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus.

On behalf of our board of directors, I would like to thank you for your support of Rice Acquisition Corp. II and look forward to a successful completion of the Business Combination.

[             ], 2023

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (i) IF YOU HOLD CLASS A SHARES THROUGH THE UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (ii) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR CLASS A SHARES BE REDEEMED FOR CASH AND (iii) DELIVER YOUR CLASS A SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF RONI SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the Business Combination Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [            ], 2023 and is first being mailed to RONI shareholders on or about [            ], 2023.

RICE ACQUISITION CORP. II
102 East Main Street, Second Story
Carnegie, Pennsylvania

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [            ], 2023

To the Shareholders of Rice Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI,” “we,” “our” or “us”), will be held at 609 Main Street, Houston, Texas 77002 at [            ] a.m., Eastern Time, on [            ], 2023.

To attend and participate in the extraordinary general meeting, you will need to physically attend the premises at 609 Main Street, Houston, Texas 77002. If you are a beneficial owner of shares held in street name and wish to attend the extraordinary general meeting, you will need to follow the instructions on your voting instruction form provided by your bank, broker or other organization that holds your shares.

The extraordinary general meeting will be held for the following purposes:

•        Proposal No. 1 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that RONI’s entry into the Business Combination Agreement, dated as of December 13, 2022 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and, the transactions contemplated thereby, the “Business Combination”), by and among RONI, Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“RONI Opco”), Topo Buyer Co, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of RONI Opco (the “Buyer”), Topo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Buyer (“Merger Sub”), and NET Power, LLC, a Delaware limited liability company (“NET Power”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of RONI as an exempted company in the Cayman Islands and the continuation and domestication of RONI as a corporation in the State of Delaware with the name “NET Power Inc.,” (i) Merger Sub will merge with and into NET Power (the “Merger”), with NET Power surviving the Merger and becoming a wholly owned direct subsidiary of the Buyer and (ii) at the time that the Merger becomes effective (the “Effective Time”), all of the issued and outstanding equity interests of NET Power (other than any such equity interests held in the treasury of NET Power or owned by any subsidiary of NET Power immediately prior to the Effective Time) will be canceled and converted into the right to receive an aggregate of 135,898,570 Class A Units of RONI Opco and an equivalent number of shares of Class B Common Stock (one share of Class B Common Stock together with one Class A Unit or Class B Unit of RONI Opco, a “RONI Interest”), subject to adjustment for (a) NET Power units issued pursuant to the amended and restated joint development agreement, dated as of December 13, 2022 (as amended, supplemented or otherwise modified from time to time in accordance with its terms), by and among RONI, NET Power, RONI Opco, Nuovo Pignone International, S.r.l., an Italian limited liability company that is an affiliate of Baker Hughes Company, and Nuovo Pignone Tecnologie S.r.l., an Italian limited liability company that is also an affiliate of Baker Hughes Company, between the execution of such agreement and the Closing Date and thereafter and (b) cash funding raised by NET Power following entry into the Business Combination Agreement and retained on its books as of the Closing Date in an aggregate amount not to exceed $25,000,000 (the “Interim Company Financing”), and the Business Combination, be approved, ratified and confirmed in all respects.

•        Proposal No. 2 — The Domestication Proposal — RESOLVED, as a special resolution, that RONI be de-registered in the Cayman Islands pursuant to Article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware (the “Domestication”) pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the Delaware General Corporation Law (the “DGCL”) and, immediately upon being de-registered in the Cayman Islands, RONI be continued and domesticated as a corporation and, conditional upon, and with effect from, the registration of RONI as a corporation in the State of Delaware, the name of RONI be changed from “Rice Acquisition Corp. II” to “NET Power Inc.” (the “Domestication Proposal”).

•        Proposal No. 3 — The Charter Proposal — RESOLVED, as a special resolution, that, upon the Domestication, the amended and restated memorandum and articles of association of RONI (“Existing Governing Documents”) be amended and restated by the proposed new certificate of incorporation and the proposed new bylaws, copies of which are attached to the proxy statement/prospectus as Annex C and Annex D (the “Proposed Certificate of Incorporation” and the “Proposed Bylaws,” respectively, and, together, the “Proposed Governing Documents”) of “NET Power Inc.” (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication in accordance with Section 388 of the DGCL), including authorization of the change in authorized share capital as indicated therein and the change of name of “Rice Acquisition Corp. II” to “NET Power Inc.” in connection with the Business Combination (such proposal, the “Charter Proposal”).

•        Governing Documents Proposals — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Existing Governing Documents, and to approve the following material differences between the Existing Governing Documents and the Proposed Governing Documents of NET Power Inc. (such proposals, collectively, the “Governing Documents Proposals”):

•        Proposal No. 4 — Governing Documents Proposal A — RESOLVED, as an ordinary resolution, that upon the Domestication, the change in the authorized share capital of RONI from $33,100 divided into (i) 300,000,000 Class A ordinary shares of a par value of $0.0001 each, (ii) 30,000,000 Class B ordinary shares of a par value of $0.0001 each and (iii) 1,000,000 preference shares of a par value of $0.0001 each to (a) [          ] shares of Class A common stock, par value $0.0001 per share, of NET Power Inc., (b) [          ] shares of Class B common stock, par value $0.0001 per share, of NET Power Inc. and (c) [          ] shares of preferred stock, par value $0.0001 per share (“NET Power Inc. preferred stock”), of NET Power Inc., be approved.

•        Proposal No. 5 — Governing Documents Proposal B — RESOLVED, as an ordinary resolution, that, upon the Domestication, the authorization to the board of directors of NET Power Inc. (the “NET Power Inc. Board”) to issue any or all shares of NET Power Inc. preferred stock, in one or more classes or series, with such terms and conditions as may be expressly determined by the NET Power Inc. Board and as may be permitted by the DGCL, be approved.

•        Proposal No. 6 — Governing Documents Proposal C — RESOLVED, as an ordinary resolution, that, upon the Domestication, the provision that certain provisions of the certificate of incorporation of NET Power Inc. are subject to the NET Power Inc. Stockholders’ Agreement be approved.

•        Proposal No. 7 — Governing Documents Proposal D — RESOLVED, as an ordinary resolution, that, upon the Domestication, the removal of the ability of NET Power Inc. stockholders to take action by written consent in lieu of a meeting be approved.

•        Proposal No. 8 — Governing Documents Proposal E — RESOLVED, as an ordinary resolution, that, upon the Domestication, any director or the entire board of directors of NET Power Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of NET Power Inc. entitled to vote generally for the election of directors be approved.

•        Proposal No. 9 — Governing Documents Proposal F — RESOLVED, as an ordinary resolution, that, upon the Domestication, all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “Rice Acquisition Corp. II” to “NET Power Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making NET Power Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of the federal securities laws, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, be approved.

•        Proposal No. 10 — The Director Election Proposal — RESOLVED, as an ordinary resolution, the election, effective upon the consummation of the Business Combination, of three directors to serve until the 2024 annual meeting of stockholders, three directors to serve until the 2025 annual meeting of stockholders and three directors to serve until the 2026 annual meeting of stockholders, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal, be approved (the “Director Election Proposal”).

•        Proposal No. 11 — The NYSE Proposal — RESOLVED, as an ordinary resolution, approve, assuming the Business Combination Proposal and the Governing Documents Proposals are approved and adopted, for purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange’s (“NYSE”) Listed Company Manual, the issuance of more than 20% of RONI’s Class A Common Stock to the investors in the PIPE Financing (as defined below) (the “NYSE Proposal”).

•        Proposal No. 12 — The Incentive Plan Proposal — RESOLVED, as an ordinary resolution, that, upon the Domestication, the NET Power Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved (the “Incentive Plan Proposal”).

•        Proposal No. 13 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the extraordinary general meeting be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to RONI shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient RONI ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from RONI shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if RONI shareholders have elected to redeem an amount of the Class A Shares issued as part of the units (“public shares”) in the RONI IPO such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by RONI from the trust account established at the consummation of the RONI IPO (the “Trust Account”) in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing and the Interim Company Financing, and all cash on the consolidated balance sheet of RONI and its subsidiaries, minus transaction expenses (for RONI and for NET Power), minus transaction expenses (for RONI and for NET Power), plus all cash on the consolidated balance sheet of RONI and its subsidiaries in the aggregate, equal no less than $200,000,000 after deducting any amounts paid to RONI shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such condition to the consummation of the Business Combination, the “Minimum Available Cash Condition”) (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, NYSE Proposal and the Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis. Each of these proposals is described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on [            ], 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to RONI’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of RONI’s shareholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 27 of this proxy statement/prospectus.

After careful consideration, the RONI Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to RONI’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the RONI Board, you should keep in mind that RONI’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to its amended and restated memorandum and articles of association, RONI is providing its public shareholders with the opportunity to redeem all or a portion of their Class A Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to RONI to pay its taxes, divided by the number of then outstanding Class A Shares. The per-share amount RONI will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $11,721,500 that RONI will pay to the underwriters of the RONI IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $350 million as of December 31, 2022, the estimated per share redemption price would have been approximately $10.14. Public shareholders may elect to redeem their shares even if they vote for the Business Combination.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A Shares included in the units sold in the RONI IPO without the prior consent of RONI. Any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to RONI in connection with any redemption election in order to validly elect to redeem such Class A Shares. RONI has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by RONI’s public shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that the obligation of NET Power to consummate the Business Combination is conditioned upon the sum of (i) the amount in the Trust Account (after giving effect to the exercise of redemption rights by RONI shareholders), plus (ii) the amount received in respect of the PIPE Financing (as defined below) and the Interim Company Financing, minus (iii) transaction expenses (for RONI and for NET Power), plus (iv) all cash on the consolidated balance sheet of RONI and its subsidiaries, in the aggregate, equaling or exceeding $200,000,000 as of immediately prior to the Closing. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by holders of public shares and a failure to consummate the PIPE Financing, this condition is not met or is not waived, then NET Power may elect not to consummate the Business Combination. In addition, in no event will RONI redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in RONI’s amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that no holders of public shares exercise their redemption rights with respect to their Class A Shares.

Rice Acquisition Sponsor II LLC, a Delaware limited liability company, and RONI’s officers and directors have agreed to waive their redemption rights with respect to any RONI ordinary shares they may hold in connection with the consummation of the Business Combination, and the Founder Units (as defined below) will be excluded from the pro rata calculation used to determine the per-share redemption price.

Concurrently with the execution of the Business Combination Agreement, RONI entered into subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which such investors agreed to purchase, and RONI agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $225 million, which purchase and sale will be consummated immediately prior to the Business Combination (together with any additional subscription agreements entered into prior to the Closing, the “PIPE Financing”).

Any amount of Interim Company Financing provided by OXY, Constellation or 8 Rivers, up to $25 million in the aggregate, will be exchanged for an equivalent number of securities of NET Power Inc. and be deemed to reduce the PIPE Financing subscription amounts of OXY, Constellation or 8 Rivers. The securities to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [            ], 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, RONI’s transfer agent, RONI will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.14 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. All references herein to the exercise of redemption rights or to the redemption of Class A Shares generally shall be deemed to be references to the redemption of Class A Shares prior to the conversion of Class A Common Stock in connection with the Domestication, and shall be construed accordingly. See “Extraordinary General Meeting of RONI — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval of each of the Domestication Proposal and Charter Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued ordinary shares present or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact [            ], our proxy solicitor, by calling [            ], or banks and brokers can call collect at [            ], or by emailing [            ].

[             ], 2023

TABLE OF CONTENTS

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning RONI, without charge, by written request to Rice Acquisition Corp. II, 102 East Main Street, Second Story, Carnegie, Pennsylvania 15106, or by telephone request at (713) 446-6259; or [            ], our proxy solicitor, by calling [            ], or banks and brokers can call collect at [            ], or by emailing [            ]; or from the SEC through the SEC website at http://www.sec.gov.

In order for RONI’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of RONI to be held on [            ], 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by [            ], 2023.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

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

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

•        “amended and restated memorandum and articles of association” means the amended and restated memorandum and articles of association of RONI, effective June 15, 2021;

•        “Available Cash” means as of the Closing, the (i) the amount in the Trust Account (after giving effect to the exercise of redemption rights by RONI shareholders), plus (ii) the amount received in respect of the PIPE Financing (including any portion provided in the form of cash funding raised by NET Power following entry into the Business Combination Agreement and retained on its books as of the Closing Date in an aggregate amount not to exceed $25,000,000), minus (iii) transaction expenses (for RONI and for NET Power), plus (iv) all cash proceeds from the purchase of Class A Common Stock following entry into the Business Combination Agreement as contemplated by Section 6.12 of the Business Combination Agreement in an aggregate amount not to exceed $200,000,000 (except to the extent received from any of the Existing NET Power Holders); plus (v) all cash on the consolidated balance sheet of RONI and its subsidiaries, in the aggregate;

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

•        “BH License Agreement” means that certain License Agreement, dated February 3, 2022, by and between NET Power and NPT, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

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

•        “Business Combination Agreement” means that certain Business Combination Agreement, dated December 13, 2022, by and among RONI, RONI Opco, the Buyer, Merger Sub and NET Power, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

•        “Business Combination” means the Domestication, 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 RONI Opco;

•        “Call Right” means the right, pursuant to the Opco LLC Agreement and upon the exercise of the Opco Redemption Right by an Opco Unitholder, for NET Power Inc. to acquire each tendered Opco Unit directly from such Opco Unitholder for, at NET Power Inc.’s election, (i) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash;

•        “Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•        “Charter Proposal” means Proposal No. 3 to approve the Proposed Certificate and the Proposed Bylaws of NET Power Inc.;

•        “Class A Common Stock” means Class A common stock, $0.0001 par value, of NET Power Inc.;

•        “Class A Shares” means the Class A ordinary shares, $0.0001 par value in the capital of RONI, which will automatically convert, on a one-for-one basis, into shares of Class A Common Stock in connection with the Domestication;

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

•        “Class B Shares” means the Class B ordinary shares, $0.0001 par value in the capital of RONI, which will automatically convert, on a one-for-one basis, into shares of Class B Common Stock in connection with the Domestication;

•        “Closing Date” means the date on which the Closing occurs;

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

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

•        “Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the NYSE Proposal, collectively;

•        “Constellation” means Constellation Energy Generation, LLC, a Pennsylvania limited liability company;

•        “Continental” means Continental Stock Transfer & Trust Company;

•        “Domestication” means the transfer by way of continuation by way of the deregistration of RONI from the Cayman Islands and the continuation and domestication as a corporation registered in the State of Delaware, upon which RONI will change its name to NET Power Inc.;

•        “Effective Time” means the time at which the Merger becomes effective;

•        “Existing Governing Documents” means the amended and restated memorandum and articles of association of RONI;

•        “Existing NET Power Holders” means the existing holders of equity securities of NET Power;

•        “extraordinary general meeting” means the extraordinary general meeting of RONI to be held at 609 Main Street, Houston, Texas 77002 on [            ], 2023 at [            ] a.m., Eastern time, and any adjournments or postponements thereof;

•        “Founder Units” means the 8,624,900 Class B Shares (the “Founder Shares”) and corresponding number of Class B Units of RONI Opco (or the Class A Units of RONI Opco into which such Class B Units will convert) outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to the RONI IPO;

•        “Incentive Plan” means the NET Power Inc. 2023 Omnibus Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Plan Proposal;

•        “Interim Company Financing” means cash funding raised by NET Power following entry into the Business Combination Agreement and retained on its books as of the Closing Date in an aggregate amount not to exceed $25,000,000;

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

•        “Merger” means the merger of Merger Sub with and into NET Power pursuant to the Business Combination Agreement, with NET Power surviving and becoming a wholly owned direct subsidiary of the Buyer;

•        “Minimum Available Cash Condition” means the condition in the Business Combination Agreement that states that Available Cash must equal no less than $200,000,000;

•        “NET Power” means, prior to the Closing of the Business Combination, NET Power, LLC, a Delaware limited liability company;

•        “NET Power Inc.” means NET Power Inc., a Delaware corporation (f/k/a Rice Acquisition Corp. II), upon and after the Domestication;

•        “NET Power Inc. Board” means the board of directors of NET Power Inc.;

•        “NET Power Stockholder Group” means, collectively, 8 Rivers, Constellation, OXY and BHES;

•        “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;

•        “Opco” means, after the conversion to a Delaware limited liability company and the Business Combination, NET Power Operations LLC, a Delaware limited liability company;

•        “Opco LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of Opco to be entered into in connection with the Closing;

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

•        “Opco Units” means the units of Opco;

•        “Opco Redemption Right” means the right, pursuant to the Opco LLC Agreement, for Opco Unitholders (other than NET Power Inc.) to cause Opco to acquire all or a portion of their vested Opco Units and corresponding shares of Class B Common Stock for shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Opco Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification;

•        “Ordinary Shares” means the Class A Shares and the Class B Shares together;

•        “Original JDA” means that certain Joint Development Agreement, dated February 3, 2022, by and among NET Power, NPI, and NPT, as amended by that certain 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;

•        “Permitted Equity Financing” means the purchase of Class A Common Stock following entry into the Business Combination Agreement as contemplated by Section 6.12 of the Business Combination Agreement;

•        “Permitted Equity Financing Proceeds” means the cash proceeds from all Permitted Equity Financings in an aggregate amount not to exceed $200,000,000;

•        “PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the certain investors agreed to purchase, and RONI agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $225 million as of the date of the Business Combination Agreement, which purchase and sale will be consummated immediately prior to the Business Combination;

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

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

•        “private placement warrants” means the 10,900,000 private placement warrants outstanding as of the date of this proxy statement/prospectus that were issued to our Sponsor (which may become exercisable for Class A Shares at an exercise price of $11.50 per share), which are substantially identical to the public warrants sold as part of the units in the RONI IPO;

•        “Proposed Bylaws” means the proposed bylaws of NET Power Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex D;

•        “Proposed Certificate of Incorporation” means the proposed certificate of incorporation of NET Power Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C;

•        “Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws;

•        “public shareholders” means holders of public shares;

•        “public shares” means the currently outstanding 34,500,000 Class A Shares issued as part of the Units in the RONI IPO;

•        “public warrants” means the currently outstanding 8,625,000 warrants to purchase Class A Shares that were issued as part of the Units in the RONI IPO (which may become exercisable for Class A Shares at an exercise price of $11.50 per share) and, after the Domestication, the 8,625,000 warrants to purchase Class A Common Stock that will be exercisable for shares of Class A Common Stock at $11.50 per share;

•        “redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

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

•        “RONI Board” means RONI’s board of directors;

•        “RONI Interest” means one Class B Share together with one Class A Unit or Class B Unit of RONI Opco;

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

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

•        “SEC” means the Securities and Exchange Commission;

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

•        “Share Forfeitures” means the forfeiture of 1,000,000 RONI Interests held by our Sponsor for no further consideration and the additional RONI Interests forfeitures by our Sponsor pursuant to the Sponsor Letter Agreement;

•        “Sponsor Letter Agreement” means the letter agreement, dated December 13, 2022, by and among RONI, our Sponsor, RONI Opco, NET Power and RONI’s directors and officers;

•        “Stockholders’ Agreement” means that certain agreement by and among RONI, RONI Opco, the NET Power Stockholder Group and our Sponsor, to be entered into upon the Closing, pursuant to which certain governing rights and obligations of the parties are given;

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

•        “Subscription Agreements” means the subscription agreements, entered into by RONI and certain investors in connection with the PIPE Financing;

•        “Trust Account” means the trust account established at the consummation of the RONI IPO that holds the proceeds of the RONI IPO and is maintained by Continental, acting as trustee;

•        “Units” means the units of RONI, each unit representing one Class A Share and one-fourth of one warrant to acquire one Class A Share, that were offered and sold by RONI in the RONI IPO and in its concurrent private placement; and

•        “warrants” means, collectively, the public warrants and private placement warrants.

SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus does not take into account (i) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, which is expected to include [            ] shares available for issuance, or (ii) 19,525,000 warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter, and otherwise assumes that (a) no public shareholders elect to have their public shares redeemed, (b) none of RONI’s existing shareholders or NET Power equity holders purchase Class A Shares in the open market and (c) there are no other issuances of equity interests of RONI prior to or in connection with the Closing.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings, outlook and prospects of NET Power Inc., and may include statements for the period following the consummation of the Business Combination. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement/prospectus are based on the current expectations of the management of RONI and NET Power and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of any such statement. There can be no assurance that future developments will be those that have been anticipated. The forward-looking statements contained in this proxy statement/prospectus involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:

•        conditions to the completion of the Business Combination and PIPE Financing, including shareholder approval of the Business Combination, may not be satisfied or the regulatory approvals required for the Business Combination may not be obtained on the terms expected or on the anticipated schedule;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or the termination of any Subscription Agreement;

•        the effect of the announcement or pendency of the Business Combination on NET Power’s business relationships, operating results and business generally;

•        risks that the Business Combination disrupts NET Power’s current plans and operations;

•        risks related to diverting management’s attention from NET Power’s ongoing business operations;

•        potential litigation that may be instituted against RONI or NET Power or their respective directors or officers related to the Business Combination or in relation to NET Power’s business;

•        the amount of the costs, fees, expenses and other charges related to the Business Combination;

•        risks relating to the uncertainty of the projected financial information with respect to NET Power Inc.;

•        NET Power’s history of significant losses;

•        NET Power Inc.’s ability to manage future growth effectively;

•        NET Power Inc.’s ability to utilize its net operating loss and tax credit carryforwards effectively;

•        the capital-intensive nature of NET Power’s business model, which may require NET Power Inc. to raise additional capital in the future;

•        barriers NET Power Inc. may face in its attempts to deploy and commercialize its technology;

•        the complexity of the machinery NET Power relies on for its operations and development;

•        NET Power Inc.’s ability to establish and maintain supply relationships;

•        risks related to NET Power’s arrangements with third parties for the development, commercialization and deployment NET Power’s technology;

•        NET Power Inc.’s ability to successfully commercialize its operations;

•        the availability and cost of raw materials;

•        the ability of NET Power’s supply base to scale to meet its anticipated growth;

•        risks related to NET Power Inc.’s ability to meet its projections;

•        NET Power Inc.’s ability to update the design, construction and operations of the NET Power technology;

•        the impact of potential delays in discovering manufacturing and construction issues;

•        the possibility of damage to NET Power’s Texas facilities as a result of natural disasters;

•        the ability of commercial plants using NET Power’s technology to efficiently provide net power output;

•        NET Power Inc.’s ability to obtain and retain licenses;

•        NET Power Inc.’s ability to establish an initial commercial scale plant;

•        NET Power Inc.’s ability to license to large customers;

•        NET Power Inc.’s ability to accurately estimate future commercial demand and adapt to the rapidly evolving and competitive natural and renewable power industry;

•        NET Power Inc.’s ability to comply with all applicable laws and regulations;

•        the impact of public perception of fossil fuel derived energy on NET Power Inc.’s business;

•        any political or other disruptions in gas producing nations;

•        NET Power Inc.’s ability to protect its intellectual property and the intellectual property it licenses;

•        NET Power Inc.’s ability to meet stock exchange listing standards following the consummation of the Business Combination; and

•        the impact of macroeconomic events, such as inflation, recessions or depressions, wars or fears of war and the global COVID-19 or other pandemic.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of RONI or NET Power prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this proxy statement/prospectus. Accordingly, you should not place undue reliance on these forward-looking statements in deciding how to vote your shares on the proposals set forth in this proxy statement/prospectus.

Except to the extent required by applicable law or regulation, RONI and NET Power undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF RONI

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to RONI’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 609 Main Street, Houston, Texas 77002 on [            ], 2023 at [            ], Eastern Time.

Q:     Why am I receiving this proxy statement/prospectus?

A:     RONI shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date prior to the Effective Time, Merger Sub will merge with and into NET Power, with NET Power surviving the Merger and becoming a direct, wholly owned subsidiary of the Buyer.

At the Effective Time, all of the issued and outstanding equity interests of NET Power (other than any such equity interests held in the treasury of NET Power or owned by any subsidiary of NET Power immediately prior to the Effective Time) will be canceled and converted into the right to receive an aggregate of 135,898,570 Class A Units of RONI Opco and an equivalent number of shares of Class B Common Stock, subject to adjustment for NET Power units issued pursuant to the Amended and Restated JDA between the execution of such agreement and the Closing Date and thereafter and after the Interim Company Financing.

See “Business Combination Proposal.”

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and each of the Domestication Proposal and the Charter Proposal require a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A Share will convert automatically by operation of law, on a one-for-one basis, into shares of Class A Common Stock; (ii) each outstanding Class B Share will convert automatically by operation of law, on a one-for-one basis, into shares of Class B Common Stock; (iii) each issued and outstanding warrant to purchase Class A Shares will automatically represent the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement; and (iv) each issued and outstanding unit of RONI that has not been previously separated into the underlying public share and underlying public warrant upon the request of the holder thereof, will be canceled and will entitle the holder thereof to one share of Class A Common Stock and one-fourth of one warrant to acquire one share of Class A Common Stock. Immediately following the Domestication, RONI Opco will migrate and domesticate as a limited liability company in the State of Delaware. See “Domestication Proposal.”

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of RONI?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     What proposals are shareholders of RONI being asked to vote upon?

A:     At the extraordinary general meeting, RONI is asking holders of the Ordinary Shares to consider and vote upon 13 separate proposals:

•        a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby;

•        a proposal to approve by special resolution the Domestication;

•        a proposal to approve by special resolution the Proposed Certificate of Incorporation and the Proposed Bylaws;

•        the following six separate proposals to approve, on a non-binding advisory basis, by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

•        to change in the authorized share capital of RONI from (i) 300,000,000 Class A Shares, (ii) 30,000,000 Class B Shares and (iii) 1,000,000 preference shares, par value $0.0001, to (a) [            ] shares of Class A Common Stock, (b) [            ] shares of Class B Common Stock, and (c) [            ] shares of Preferred Stock;

•        to authorize the NET Power Inc. Board to issue any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the NET Power Inc. Board and as may be permitted by the DGCL;

•        to approve the provision that certain provisions of the Proposed Certificate of Incorporation are subject to the Stockholders’ Agreement;

•        to approve the provision that removes the ability of NET Power Inc. stockholders to take action by written consent in lieu of a meeting;

•        to approve the provision that any director or the entire NET Power Inc. Board may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of NET Power Inc. entitled to vote generally for the election of directors; and

•        to amend and restate the Existing Governing Documents and authorize all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “Rice Acquisition Corp. II” to “NET Power Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making NET Power Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws, as amended, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

•        a proposal to approve by ordinary resolution the election, effective immediately in connection with the consummation of the Business Combination, of three directors to serve until the 2024 annual meeting of stockholders, three directors to serve until the 2025 annual meeting of stockholders and three directors to serve until the 2026 annual meeting of stockholders, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal;

•        a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of The NYSE Listed Company Manual, the issuance of more than 20% of RONI’s Class A Common Stock to the investors in the PIPE Financing;

•        a proposal to approve and adopt by ordinary resolution the Incentive Plan; and

•        a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Charter Proposal,” “Governing Documents Proposals,” “Director Election Proposal,” “NYSE Proposal,” “Incentive Plan Proposal” and “Adjournment Proposal.”

RONI will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of RONI should read it carefully.

After careful consideration, the RONI Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal are in the best interests of RONI and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of RONI’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RONI and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RONI’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by RONI shareholders of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal and the NYSE Proposal. In addition, unless waived by NET Power, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the Available Cash equaling or exceeding $200,000,000.

Q:     Why is RONI proposing the Business Combination?

A:     RONI is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021 and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. RONI’s acquisition plan is focused in the energy transition or sustainability arena, but it may seek to complete a business combination in any industry or location, except that it is not, under its amended and restated memorandum and articles of association, permitted to effect a business combination with a blank check company or a similar type of company with nominal operations.

RONI has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others: being in the renewable and energy industry and utilizing the extensive networks and strategic insights RONI has built in those sectors, including those that display differentiated business attributes and/or product offerings that provide RONI confidence on the long-term prospects and profitability of the company; operating in high growth, large addressable

markets with favorable long-term market dynamics; being at an inflection point, such as requiring additional management, and are able to innovate through new operation techniques, where RONI believes it can drive improved financial performance; exhibiting unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, which RONI believes have been misevaluated by the marketplace based on our analysis and due diligence review; and offering attractive risk-adjusted equity returns for RONI shareholders. Based on its due diligence investigations of NET Power and the industry in which it operates, including the financial and other information provided by NET Power in the course of negotiations, RONI believes that NET Power meets the criteria and guidelines listed above.

The RONI Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by RONI’s management and RONI’s advisors. As a result, the RONI Board concluded that a transaction with NET Power would present an attractive opportunity to maximize value for RONI shareholders. Please see the section entitled “Business Combination Proposal — The RONI Board’s Reasons for the Business Combination” for additional information.

Q:     Did the RONI Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. The RONI Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. RONI’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including Rice Acquisition Corp., which completed its business combination with Archaea Energy LLC and Aria Energy LLC on September 15, 2021, and concluded that their experience and backgrounds, together with the experience and sector knowledge of RONI’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, RONI’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the RONI Board in valuing NET Power’s business and assuming the risk that the RONI Board may not have properly valued such business.

Q:     What will the Existing NET Power Holders receive in the Business Combination with RONI?

A:     On the Closing Date, promptly following the consummation of the Domestications, among other things, Merger Sub will merge with and into NET Power, with NET Power surviving the Merger and becoming a direct, wholly owned subsidiary of the Buyer.

At the Effective Time, all of the issued and outstanding equity interests of NET Power (other than any such equity interests held in the treasury of NET Power or owned by any subsidiary of NET Power immediately prior to the Effective Time) will be canceled and converted into the right to receive an aggregate of 135,898,570 Class A Units of Opco and an equivalent number of shares of Class B Common Stock, subject to adjustment for NET Power units issued pursuant to the Amended and Restated JDA between the execution of such agreement and the Closing Date and thereafter and after the Interim Company Financing. See “Business Combination Proposal.”

This business combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the Existing NET Power Holders to retain their equity ownership in NET Power, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger Opco Units, and provides potential future tax benefits for NET Power Inc. (a substantial portion of which the post-merger NET Power holders of Opco Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when the post-merger NET Power holders of Opco Units ultimately exchange their Opco Units for shares of Class A Common Stock. NET Power Inc. will be a holding company and, immediately after the consummation of the Business Combination, its only direct assets will consist of Opco Units and Opco warrants. Immediately following the Closing, NET Power Inc. is expected to own approximately [            ]% of the Opco Units.

Following the Closing, the Existing NET Power Holders are expected to own approximately [            ]% of the outstanding Class B Common Stock or [            ]% of the Common Stock of NET Power Inc.

For a diagram showing the expected post-closing corporate structure, please see the section entitled “Summary of the Proxy Statement — Organizational Structure.”

Q:     What is an “Up-C” Structure?

A:     Our corporate structure prior to and following the Business Combination, as described under the section entitled “Proposal No. 1 — The Business Combination Proposal,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the Existing NET Power Holders to retain their equity ownership in NET Power, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger Opco Units and Opco warrants, and provides potential future tax benefits for NET Power Inc. (a substantial portion of which the post-merger NET Power holders of Opco Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when the post-merger NET Power holders of Opco Units ultimately exchange their Opco Units for shares of Class A Common Stock. NET Power Inc. will be a holding company and, immediately after the consummation of the Business Combination, its only direct assets will consist of Opco Units and Opco warrants. Immediately following the Closing, NET Power Inc. is expected to own approximately [            ]% of the Opco Units.

Q:     How will we be managed following the Business Combination?

A:     We anticipate that all of the executive officers of NET Power will remain with NET Power Inc., except for the Chief Executive Officer. Daniel Joseph Rice, IV, a director of RONI, will become the Chief Executive Officer of NET Power Inc.

Concurrently with the Closing of the Business Combination, RONI, RONI Opco, our Sponsor and the NET Power Stockholder Group will enter into the Stockholders’ Agreement, which will govern certain rights and obligations of the parties, and, among other things, sets forth certain requirements regarding the composition of the NET Power Inc. Board. Pursuant to the Stockholders’ Agreement, among other things, the NET Power Inc. Board is expected to initially consist of nine directors (which may be increased to comply with independence requirements), including a minimum of five independent directors. The Stockholders’ Agreement further grants certain board designation rights, subject to equity ownership thresholds in the combined company (NET Power Inc.), as follows: (i) OLCV NET Power, LLC will have the right to designate two directors; (ii) our Sponsor will have the right to designate one director; (iii) 8 Rivers Capital, LLC (through an entity controlled by it) will have the right to designate one director; and (iv) Constellation Energy Generation, LLC will have the right to designate one independent director.

Also, pursuant to the Stockholders’ Agreement, the NET Power Inc. Board appointed at the Closing will be divided into three classes. The NET Power Inc. Board is expected to be comprised initially of the following members:

•        Class I: [•]

•        Class II: [•]

•        Class III: [•]

Please see the section entitled “Management Following the Business Combination” for further information.

Q:     What is the PIPE Financing?

A:     In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, RONI entered into the Subscription Agreements with certain investors, pursuant to which such investors agreed to purchase, and RONI agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately

$225 million, which we refer to as the PIPE Financing. RONI has agreed with certain of the PIPE Investors (the “Open Market Purchase Rights PIPE Investors”) that such investors may reduce the number of shares of Class A Common Stock to be purchased by such investors pursuant to their Subscription Agreements by up to 10.0 million shares in the aggregate if, among other things, they purchase Ordinary Shares in open market transactions at a price of less than $9.97 per share prior to the Closing Date, do not vote any such Ordinary Shares in favor of approving the Business Combination and instead submit a proxy abstaining from voting thereon and, to the extent they have the right to have all or some of their Ordinary Shares redeemed for cash in connection with the consummation of the Business Combination, not exercise any such redemption rights.

Q:     What equity stake will current RONI shareholders and current equityholders of NET Power hold in NET Power Inc. immediately after the consummation of the Business Combination?

A:     The following table presents the share ownership of various holders of NET Power Inc. upon the closing of the Business Combination, does not give effect to the potential exercise of any warrants and otherwise assumes the following redemption scenarios:

No Redemptions:    This scenario assumes that no Class A Shares are redeemed from RONI’s public shareholders.

Illustrative Redemption:    This scenario assumes that 50% or 16,745,000 Class A Shares held by RONI’s public shareholders (not including the 1,010,000 Class A Shares purchased by certain members of the Rice family in connection with the RONI IPO that they have agreed not to redeem) are redeemed. Other than the $5,000,001 net tangible asset requirement and the 15% threshold described above, RONI has no specified maximum redemption threshold under its amended and restated memorandum and articles of association. The Minimum Available Cash Condition is expected to be met with the proceeds of the PIPE Financing (including any portion provided in the form of Interim Company Financing).

Maximum Redemption:    This scenario assumes 100% or 33,490,000 Class A Shares held by RONI’s public shareholders (not including the 1,010,000 Class A Shares purchased by certain members of the Rice family in connection with the RONI IPO that they have agreed not to redeem) are redeemed for an aggregate payment of approximately $334,900,000 plus interest earned on the funds held in the Trust Account and not previously released to RONI to pay its taxes. Other than the $5,000,001 net tangible asset requirement, which is expected to be met with the proceeds of the PIPE Financing, and the limitation on any group redeeming in excess of 15% of total outstanding shares described above, RONI has no specified maximum redemption threshold under its amended and restated memorandum and articles of association. As noted above, the Minimum Available Cash Condition is still expected to be met with the proceeds of the PIPE Financing (including any portion provided in the form of Interim Company Financing).

____________

​(1)      Represents the shares of Class A Common Stock owned upon conversion of the shares of Class B Common Stock and, in the case of the Sponsor, taking into account (i) the 2,500 Class A Shares purchased by the Sponsor in connection with the RONI IPO and (ii) assuming Share Forfeitures in an aggregate amount of 1,986,775 shares of Class A Common Stock pursuant to the Sponsor Letter Agreement. See “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” for more information.

(2)      Does not include (i) 1,010,000 Class A Shares purchased by certain members of the Rice family in connection with the RONI IPO (that they have agreed not to redeem) or (ii) the 8,995,000 shares purchased in the PIPE Financing by certain members of the Rice family and their friends and certain members of RONI management.

(3)      Assumes additional Share Forfeitures in the amount of 1,552,536 shares of Class A Common Stock by the Sponsor pursuant to the Sponsor Letter Agreement as a result of the aggregate gross proceeds raised by RONI in connection with the PIPE Financing and the Permitted Equity Financing not exceeding $300,000,000.

(4)      Assumes (i) an enterprise value of $1,356,980,780 of NET Power Inc. upon consummation of the Business Combination, (ii) $345 million of funds in the Trust Account less any redemption amounts, (iii) approximately $225 million of cash proceeds received from the PIPE Financing and (iv) no exercise of any warrants that will remain outstanding after consummation of the Business Combination regardless of redemption levels.

(5)      Calculated using total underwriting commissions of $21,698,940, $18,249,470 and $14,800,000 for No Redemption, Illustrative Redemption and Maximum Redemption, respectively, and by dividing such underwriting commissions by cash proceeds received from (i) the Trust Account net of any redemption amounts and (ii) the PIPE Financing.

If the actual facts are different from the assumptions or the scenarios presented above, the interests of RONI shareholders and other estimates set forth in this proxy statement/prospectus set forth above will differ and such differences may be material.

The scenarios above do not give effect to the potential exercise of any warrants. The maximum number of warrants currently expected to be outstanding at the closing includes 8,625,000 warrants to be issued upon the exchange of outstanding public warrants and 10,900,000 private placement warrants held by Sponsor. If each such warrant were exercisable and exercised following completion of the Business Combination, with proceeds to NET Power Inc. of approximately $224.5 million, then ownership of NET Power Inc. would be as follows:

____________

(1)      Represents the shares of Class A Common Stock owned upon conversion of the shares of Class B Common Stock and, in the case of the Sponsor, taking into account (i) the 2,500 Class A Shares purchased by the Sponsor in connection with the RONI IPO and (ii) assuming Share Forfeitures in an aggregate amount of 1,986,775 shares of Class A Common Stock pursuant to the Sponsor Letter Agreement. See “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” for more information.

(2)      Does not include (i) 1,010,000 Class A Shares purchased by certain members of the Rice family in connection with the RONI IPO (that they have agreed not to redeem) or (ii) the 8,995,000 shares purchased in the PIPE Financing by certain members of the Rice family and their friends and certain members of RONI management.

(3)      Assumes additional Share Forfeitures in the amount of 1,552,536 shares of Class A Common Stock by the Sponsor pursuant to the Sponsor Letter Agreement as a result of the aggregate gross proceeds raised by RONI in connection with the PIPE Financing and the Permitted Equity Financing not exceeding $300,000,000.

(4)      Assumes (i) an enterprise value of $1,356,980,780 of NET Power Inc. upon consummation of the Business Combination, (ii) $345 million of funds in the Trust Account less any redemption amounts, (iii) approximately $225 million of cash proceeds received from the PIPE Financing and (iv) the cash exercise of all 8,625,000 warrants to be issued upon the exchange of outstanding public warrants and 10,900,000 private placement warrants held by Sponsor at a strike price of $11.50 (all of which will remain outstanding after consummation of the Business Combination regarding of redemption levels).

(5)      Calculated using total underwriting commissions of $21,698,940, $18,249,470 and $14,800,000 for No Redemption, Illustrative Redemption and Maximum Redemption, respectively, and by dividing such underwriting commissions by cash proceeds received from (i) the Trust Account net of any redemption amounts, (ii) the PIPE Financing and (iii) exercise of the warrants.

The amount of proceeds to NET Power Inc. upon the exercise of all outstanding warrants following the completion of the Business Combination could be nil, as (i) all such warrants are exercisable on a cashless basis under certain circumstances and (ii) the public warrants may be redeemed for $0.01 per warrant under certain circumstances. To the extent that some or all of the warrants are exercised on a cashless basis or redeemed for $0.01 per warrant, both scenarios would reduce the number of shares to be issued as described in the table above and thereby lessen the dilutive effect of the warrants being exercised for cash. For further information on the circumstances in which the public warrants and the private placement warrants may be exercised on a cashless basis, please see the section entitled “Description of NET Power Inc. Securities.” For further information regarding our post-combination capital structure, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

In addition, Sponsor will not receive additional securities pursuant to an anti-dilution adjustment based on additional financing activities, as Sponsor waived any rights to anti-dilution adjustments pursuant to Section 2 of the Sponsor Letter Agreement; however, if Sponsor elects to participate in either (i) any Permitted Equity Financing pursuant to Section 6.12 of the Business Combination Agreement or (ii) the funding of Permitted Buyer Party Indebtedness pursuant to Section 5.2(vi) of the Business Combination Agreement, Sponsor may receive Class A Shares or warrants, respectively (the conversion of indebtedness into warrants is provided for in Section 5.2(iii) of the Business Combination Agreement). Pursuant to Section 6.12(a) of the Business Combination Agreement, any such issuance of Class A Shares in connection with a Permitted Equity Financing shall be conducted at a price per share no less than $10.00, and proceeds raised from Permitted Equity Financing shall not exceed $200,000,000 in the aggregate without the prior written consent of NET Power. Pursuant to Section 5.2(vi) of the Business Combination Agreement, the indebtedness converted into warrants shall not exceed $4,000,000 in the aggregate without the prior written consent of NET Power. Furthermore, the occurrence of any Permitted Equity Financing or Permitted Buyer Party Indebtedness may have a dilutive effect on existing RONI shareholders to the extent additional Class A Common Stock is issued directly or upon exercise of any additional warrants.

Q:     Why is RONI proposing the Domestication?

A:     The RONI Board believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, the RONI Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The RONI Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of RONI and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:     What amendments will be made to the current constitutional documents of RONI?

A:     The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, RONI’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace the Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

Q:     How will the Domestication affect my Ordinary Shares, warrants and units?

A:     In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A Share will convert automatically by operation of law, on a one-for-one basis, into a share of Class A Common Stock; (ii) each issued and outstanding Class B Share will convert automatically by operation of law, on a one-for-one basis, into a share of Class B Common Stock; (iii) each issued and outstanding warrant to purchase Class A Shares will automatically represent the right to purchase one share of Class A Common Stock on the terms and conditions set forth in the warrant agreement; and (iv) each issued and outstanding unit of RONI that has not been previously separated into the underlying public share and underlying public warrant upon the request of the holder thereof, will be canceled and will entitle the holder thereof to one share of Class A Common Stock and one-fourth of one warrant to acquire one share of Class A Common Stock. See “Domestication Proposal.”

Q:     What are the material U.S. federal income tax consequences of the Domestication to public shareholders and holders of public warrants?

A:     As discussed more fully under the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders” below, the Domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986 (the “Code”). However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as RONI,

this result is not free from doubt. In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of public shares will be subject to Section 367(b) of the Code and as a result:

•        a U.S. Holder of public shares whose public shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (directly, indirectly or constructively) less than 10% of the total combined voting power of all classes of public shares entitled to vote and less than 10% of the total value of all classes of public shares, will generally not recognize any gain or loss and will generally not be required to include any part of RONI’s earnings in income pursuant to the Domestication;

•        a U.S. Holder of public shares whose public shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (directly, indirectly or constructively) less than 10% of the total combined voting power of all classes of public shares entitled to vote and less than 10% of the total value of all classes of public shares will generally recognize gain (but not loss) on the exchange of public shares for NET Power Inc. shares (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their public shares, provided certain other requirements are satisfied. RONI does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

•        a U.S. Holder of public shares who on the date of the Domestication owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of public shares entitled to vote or 10% or more of the total value of all classes of public shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its public shares. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. RONI does not expect to have significant cumulative earnings and profits on the date of the Domestication.

Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of shares or warrants of the domesticating corporation may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its shares or warrants for the common stock or warrants of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging public warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding shares or warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because RONI is a blank check company with no current active business, we believe that RONI may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of public shares or public warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of NET Power Inc. pursuant to the Domestication, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s public shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of RONI. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s NET Power Inc. shares after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to public warrants, see “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders.”

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without RONI’s consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without RONI’s consent.

The RONI Initial Shareholders have agreed to waive their redemption rights with respect to all of their Ordinary Shares in connection with the consummation of the Business Combination. This waiver was made at the time of the RONI IPO for no additional consideration. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:     How do I exercise my redemption rights?

A:     In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, RONI’s public shareholders may request that RONI redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(i)     (a) hold public shares, or (b) if you hold public shares through units, you must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so;

(ii)    submit a written request to Continental, RONI’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [            ], 2023 (two business days before the extraordinary general meeting) in order for their public shares to be redeemed.

The address of Continental, RONI’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.14 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of Class A Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You must cause your public shares to be separated and delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time, on [            ], 2023 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The tax consequences of an exercise of redemption rights depend on your particular facts and circumstances. Because the Domestication will occur after the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights should not be subject to the potential tax consequences of Section 367(b) of the Code as a result of the Domestication. Please see the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public

Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Following the closing of the RONI IPO, an amount equal to $345,000,000 ($10.00 per unit) of the net proceeds from the RONI IPO and the sale of the private placement units was placed in the Trust Account. As of December 31, 2022, funds in the Trust Account totaled approximately $350 million and were held in U.S. treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by June 18, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of NET Power Inc., the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q:     What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that 100% or 33,490,000 Class A Shares held by our public shareholders (not including the 1,010,000 Class A Shares purchased by certain members of the Rice family in connection with the RONI IPO that they have agreed not to redeem) were redeemed, the 8,625,000 retained outstanding public warrants would have had an aggregate value of $[            ] on [            ], 2023. If a substantial number of, but not all, public shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional Class A Common Stock is issued.

In no event will RONI redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

Additionally, as a result of redemptions, the trading market for the Class A Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE or another national securities exchange.

Q:     What happens to the warrants following the Business Combination?

A:     All outstanding warrants will continue to be outstanding following the Business Combination notwithstanding the actual redemptions. An aggregate value of our outstanding public warrants of approximately $[    ] million (based on the closing price of the warrants of $[    ] on the NYSE as of [    ], 2023) may be retained by the redeeming shareholders assuming maximum redemptions. The conversion of outstanding warrants would also have a dilutive effect on existing RONI shareholders. See “— What equity stake will current RONI shareholders and current equityholders of NET Power hold in NET Power Inc. immediately after the consummation of the Business Combination?” above for a summary of the implied book value of Ordinary Shares following the Business Combination under various redemption scenarios.

Q:     How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post Business Combination?

A:     The private placement warrants, unlike the public warrants, are not redeemable by RONI. Further, the public warrants differ from the private placement warrants as the private placement warrants may be exercised for cash or on a cashless basis so long as they are held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, they will be redeemable by RONI and exercisable by the holders on the same basis as the public warrants. The initial purchasers of the private warrants have agreed not to transfer, assign or sell any of the warrants, including the common stock issuable upon exercise of the warrants (except to certain permitted transferees), until 30 days after the completion of the initial business combination.

As a result, following the Business Combination, NET Power Inc. may redeem your public warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. We have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date we send the notice of such redemption to the warrant holders. If and when the public warrants become redeemable by us, we may not exercise our redemption right if the issuance of the Class A Common Stock upon exercise of the public warrants is not exempt from registration or qualification under applicable state blue sky laws, or we are unable to effect such registration or qualification. We will use our commercially reasonable efforts to register or qualify such shares under the blue sky laws of the state of such residence in those states in which the public warrants were offered. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants.

In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of our Class A Common Stock equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. In such a case, the holders will be able to exercise their public warrants prior to redemption for a number of Class A Common Stock determined based on the redemption date and the fair market value of our Class A Common Stock. Please see “Description of NET Power Inc. Securities — Warrants — Public Warrants — Redemption of Redeemable Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00.” The value received upon exercise of the public warrants (i) may be less than the value the holders would have received if they had exercised their public warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the public warrants, including because the number of shares received is capped at 0.361 shares of Class A Common Stock per whole warrant (subject to adjustment) irrespective of the remaining life of the public warrants.

In each case, we may only call the public warrants for redemption upon a minimum of 20 days’ prior written notice of redemption to each public warrant holder, provided that holders will be able to exercise their public warrants prior to the time of redemption and, at our election, any such exercise may be required to be on a cashless basis. Please see “Description of NET Power Inc. Securities — Warrants.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently expected that the Business Combination will be consummated in the [ ] quarter of 2023. This date depends, among other things, on the approval of the proposals to be put to RONI shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates

(i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to RONI shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from RONI shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if RONI shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:     What happens if the Business Combination is not consummated?

A:     RONI will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If RONI is not able to consummate the Business Combination with NET Power nor able to complete another business combination by June 18, 2023, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the RONI Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

Q:     What is the Tax Receivable Agreement?

A:     Concurrently with the completion of the Business Combination, RONI will enter into the Tax Receivable Agreement, in substantially the form attached to this proxy statement/prospectus as Annex K. Pursuant to the Tax Receivable Agreement, RONI will be required to pay to certain Opco Unitholders 75% of the tax savings that RONI realizes as a result of increases in tax basis in Opco’s assets resulting from the future exchange of Opco Units for Class A Common Stock (or cash) pursuant to the Opco LLC Agreement, as well as certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless RONI exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement (subject to certain assumptions), or certain other acceleration events, including a Change of Control (as defined in the Tax Receivable Agreement), occur. For more information on the Tax Receivable Agreement, please see the section entitled “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q:     Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:     Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q:     What do I need to do now?

A:     We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of Ordinary Shares on [            ], 2023, the record date for the extraordinary general meeting, you may vote with respect to the proposals at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to RONI shareholders that hold their shares in registered form and are registered as shareholders in RONI’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

Q:     When and where will the extraordinary general meeting be held?

A:     The extraordinary general meeting will be held at 609 Main Street, Houston, Texas 77002 at [            ], Eastern Time, on [            ], 2023.

To attend and participate in the extraordinary general meeting, you will need to physically attend the premises at 609 Main Street, Houston, Texas 77002. If you are a beneficial owner of shares held in street name and wish to attend the extraordinary general meeting, you will need to follow the instructions on your voting instruction form provided by your bank, broker or other organization that holds your shares.

Q:     Who is entitled to vote at the extraordinary general meeting?

A:     We have fixed [            ], 2023 as the record date for the extraordinary general meeting. If you were a shareholder of RONI at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q:     How many votes do I have?

A:     RONI shareholders are entitled to one vote at the extraordinary general meeting for each Ordinary Share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 43,127,500 Ordinary Shares issued and outstanding, of which 34,500,000 were issued and outstanding public shares.

Q:     What constitutes a quorum?

A:     A quorum of RONI shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, [ ] Ordinary Shares would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the extraordinary general meeting?

A:     The following votes are required for each proposal at the extraordinary general meeting:

(i)     Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

(ii)    Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon the extraordinary general meeting.

(iii)   Charter Proposal:    The approval of the Charter Proposal requires a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon the extraordinary general meeting.

(iv)   Governing Documents Proposals:    The separate approval of each of the Governing Documents Proposals require, on a non-binding advisory basis, an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

(v)    Director Election Proposal:    The approval of the Director Election Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

(vi)   NYSE Proposal:    The approval of the NYSE Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

(vii)  Incentive Plan Proposal:    The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

(viii) Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

As of the record date, RONI had 43,127,500 Ordinary Shares issued and outstanding. RONI shareholders are entitled to one vote at the extraordinary general meeting for each Ordinary Share held of record as of the record date. The RONI Initial Shareholders hold 8,627,500, or approximately 20%, of the outstanding Ordinary Shares entitled to vote at the extraordinary general meeting. Each RONI Initial Shareholder has agreed to vote in favor of approving the Business Combination. Assuming only the minimal number of shares required to constitute a quorum are present at the extraordinary general meeting, taking into account the 20% of shares to be voted by RONI Initial Shareholders, approximately 6% of the outstanding Ordinary Shares will be needed to approve all proposals, other than the Business Combination Proposal and the Domestication Proposal, which will require approximately 17% of the outstanding Ordinary Shares to approve such proposals.

Assuming all holders that are entitled to vote on such matter vote all of their Ordinary Shares in person or by proxy, 21,563,751 shares will need to be voted in favor of each of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Assuming all holders that are entitled to vote on such matter vote all of their Ordinary Shares in person or by proxy, 28,751,667 shares will need to be voted in favor of each of the Domestication Proposal and the Charter Proposal, in order to approve the Domestication Proposal and the Charter Proposal.

Q:     What are the recommendations of the RONI Board?

A:     The RONI Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of RONI and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of RONI’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RONI and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RONI’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

Q:     How do Sponsor and the other RONI Initial Shareholders intend to vote their shares?

A:     Unlike some other blank check companies in which the RONI Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the RONI Initial Shareholders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the RONI Initial Shareholders own approximately 20% of the issued and outstanding Ordinary Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the RONI Initial Shareholders, NET Power and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the RONI Initial Shareholders, NET Power and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal are approved by an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting, (ii) the Domestication Proposal and the Charter Proposal are approved by a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting, (iii) otherwise limit the number of public shares electing to redeem and (iv) NET Power Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

Entering into any such arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals

to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:     What interests do the RONI Initial Shareholders and RONI’s other current officers and directors have in the Business Combination?

A:     The RONI Initial Shareholders, certain members of the RONI Board and certain RONI officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•        the fact that the RONI Initial Shareholders and RONI directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $26,000 for the Founder Shares, 2,500 Class A Shares and 100 Class A Units of Opco, and upon the completion of the Business Combination, the Founder Shares will convert into Class B Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination, subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Sponsor Letter Agreement. As a result, our Sponsor ultimately expects to receive [            ] Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $[            ] based on the closing price of $[            ] per public share on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, resulting in a theoretical gain of $[            ], but, given the restrictions on such shares, RONI believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose such theoretical gain;

•        the fact that the RONI Initial Shareholders and RONI directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if RONI fails to complete an initial business combination by June 18, 2023 resulting in a loss of approximately $10,900,000;

•        the fact that our Sponsor paid an aggregate of $10,900,000 for its 10,900,000 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by June 18, 2023;

•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to RONI may be converted into warrants to purchase Class A Shares at a price of $1.00 per warrant at the option of the lender;

•        the fact that RONI’s officers and directors, other than RONI’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;

•        the anticipated designation of Daniel J. Rice, IV as the Chief Executive Officer and director of NET Power Inc. and J. Kyle Derham as a director of NET Power Inc. following the Business Combination;

•        the continued indemnification of RONI existing directors and officers under the Existing Governing Documents and the continuation of RONI’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and RONI’s officers and directors will lose their entire investment of approximately $10,900,000 in RONI and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $[            ] million sponsor loan is awaiting

reimbursement as of the date hereof) if an initial business combination is not consummated by June 18, 2023. As described above, following the Business Combination, our Sponsor ultimately expects to receive [            ] Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of RONI’s four independent directors held 30,000 Founder Shares. Additionally, our Sponsor purchased 10,900,000 private placement warrants to purchase Class A Shares simultaneously with the consummation of the RONI IPO for an aggregate purchase price of $10,900,000. The [            ] Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $[            ] based upon the closing price of $[ ] per public share on the NYSE on [ ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The 10,900,000 private placement warrants held by our Sponsor would have had an aggregate market value of $[ ] based upon the closing price of $[            ] per public warrant on the NYSE on [ ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus;

•        the fact that if the Trust Account is liquidated, including in the event RONI is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify RONI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which RONI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to RONI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other RONI shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Proposal — Related Agreements.”

Q:     What happens if I sell my Ordinary Shares before the extraordinary general meeting?

A:     The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Shareholders may send a later-dated, signed proxy card to our chief financial officer at our address set forth below so that it is received by our secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on [ ], 2023) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What happens if I fail to take any action with respect to the extraordinary general meeting?

A:     If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of NET Power Inc. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of RONI. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:     RONI will pay the cost of soliciting proxies for the extraordinary general meeting. RONI has engaged [            ] to assist in the solicitation of proxies for the extraordinary general meeting. RONI has agreed to pay [            ] a fee of $[            ], plus disbursements, and will reimburse [            ] for its reasonable out-of-pocket expenses and indemnify [            ] and its affiliates against certain claims, liabilities, losses, damages and expenses. RONI will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Shares and in obtaining voting instructions from those owners. RONI’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Where can I find the voting results of the extraordinary general meeting?

A:     The preliminary voting results will be announced at the extraordinary general meeting. RONI will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

[            ]
[            ]
[            ]
Banks and brokerage firms: [            ]
E-mail: [            ]

You also may obtain additional information about RONI from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, RONI’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [            ], 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: Mzimkind@continentalstock.com

RISK FACTORS

RONI shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects.

Risks Related to NET Power’s Business

Unless the context otherwise requires, any reference in the below sections of this proxy statement/prospectus to the “we,” “us” or “our” refers to NET Power prior to the consummation of the Business Combination and, together, to Opco, including its subsidiaries, and NET Power Inc. following the Business Combination. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes and with other financial information included elsewhere within this proxy statement/prospectus. This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involves risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NET Power Inc.”

Risks Related to Our Financial Position and Need for Additional Capital

We have incurred significant losses since inception, we anticipate that we will continue to incur losses in the future, and we may not be able to achieve or maintain profitability.

We have generated limited revenue and incurred significant losses since our inception, including an operating loss of $50.0 million for the year ended December 31, 2022. We have financed our operations to date primarily through the issuance of equity. We have not yet commercialized the NET Power Cycle and may never do so successfully, and, as a result, it is difficult for us to predict our future operating results. Our future operating results will depend, in part, on our ability to successfully commercialize and license the NET Power Cycle. Our losses may be larger than anticipated and we may not achieve profitability according to our expected timeline or at all; even if we do, we may not be able to maintain or increase profitability.

We expect our operating expenses to increase over the next several years as we begin to commercialize the NET Power Cycle, continue to refine and streamline our technology, make technical improvements, hire additional employees and continue research and development efforts relating to new products and technologies. These efforts may be more costly than we expect and may not result in increased revenue, profits or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition.

There is doubt about our ability to continue as a going concern, and we may require additional future funding to continue as a going concern if the transactions contemplated herein are not completed.

There is substantial doubt about our ability to continue as a going concern, and we may require additional future funding if the transactions contemplated herein are not completed. If we are unable to obtain sufficient funding on a timely basis and on acceptable terms and unable to continue as a going concern, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any product candidates or to otherwise reduce or discontinue operations. In general, we may be unable to expand our operations or otherwise capitalize on business opportunities and unable to defend against and prosecute litigation necessary to commercialize our product candidates as desired, and such inabilities would materially affect our business, financial condition and results of operations.

We have historically incurred significant losses and experienced negative cash flows since inception. We incurred net losses of $50.0 million and $38.3 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, we had cash of $5.2 million and an accumulated deficit of $224.5 million. We have not generated any material revenue, but we have substantial overhead expenses. We do not expect to generate meaningful revenue unless and until we are able to complete our first commercial plant deployment (“Serial Number 1”) and begin licensing the NET Power Cycle and we may not be able to accomplish either of these milestones on our anticipated timetable, if at all. The ability to continue as a going concern is dependent upon us reaching and maintaining profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities when they come due. On an ongoing basis, management evaluates strategies to obtain financing required to fund our expenses and to achieve a level of revenue adequate to support our current cost structure. There is no assurance that we will be able to obtain additional financing on acceptable terms or at all, or to generate an adequate level of revenues.

Our history of losses could have important consequences to us. For example, it could:

•        make us more vulnerable to general adverse economic and industry conditions, including effects of the ongoing COVID-19 pandemic, supply chain disruptions and inflationary pressures, which to date have not had a materially adverse impact on our results of operations and financial condition;

•        limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements; and

•        limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

In addition, upon the completion of the transactions contemplated herein, we expect to incur additional costs associated with operating as a public company. Certain costs cannot reasonably be estimated at this time, we may require additional funding and our projections anticipate certain customer-sourced income that is not guaranteed.

If we are unable to continue as a going concern, we may be forced to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

We may be unable to manage our future growth effectively, and such inability could make it difficult to execute our business strategy.

If our operations grow as planned, we may need to expand our sales and marketing, research and development and supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the sale of licenses as planned. We have relied heavily on key partnerships to date, and there is no guarantee that we will be able to maintain these relationships or find additional suitable partners in the future, and as such we may have difficulty commercializing our technology or broadening our internal capabilities.

Any failure to effectively incorporate updates to the design, construction and operations of power plants using the NET Power Cycle to ensure cost competitiveness could reduce the marketability of the NET Power Cycle and has the potential to impact deployment schedules. Updating the design, construction and operations of such power plants will be necessary to ensure their competitiveness and attractiveness in the market, particularly in the United States, where the price of power is generally lower than in other countries. If we are not able to achieve and maintain cost competitiveness in the United States or elsewhere, our business could be materially and adversely affected.

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees and delays in production and launches. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

Our business plan of developing a first commercial plant deployment is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, and such inability could be dilutive to stockholders. If we require additional capital and cannot raise additional capital when needed or on attractive terms, our operations and prospects could be materially and adversely affected.

The development and design of power plants is a capital-intensive business, and we have already invested significant amounts of capital on our test plant and on preparations for our first commercial power plant. Over time, until we achieve commercialization and begin generating positive free cash flows, we will need to raise additional funds, including through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs such as research and development relating to our products, any significant unplanned or accelerated expenses or new strategic investments.

We may seek to raise capital through private or public equity or debt financings or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our equityholders will experience dilution. If we raise additional capital through debt financing, we may be subject to covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our securities, make certain investments, and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our securityholders. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.

Risks Related to Our Business and Our Industry

We face significant barriers in our attempts to deploy our technology and may not be able to successfully develop our technology. If we cannot successfully overcome those barriers, it could adversely impact our business and operations.

The technology behind our NET Power Cycle is very complex, and, while we successfully achieved grid synchronization with our test facility, we have not yet built any commercial facilities and may face significant barriers in continuing to operate our test facility, developing and commercializing Serial Number 1 and developing and commercializing subsequent facilities. The NET Power Cycle has yet to be integrated with a combustion system and turbine operating coincidentally at target temperature and pressure. We are reliant on NPI to successfully deliver a turbo expander that can meet these conditions to support commercial initiatives. Furthermore, project execution risks associated with deployment of a nascent technology include, but are not limited to, supply chain management, schedule compliance, general EPC competence, commissioning and startup tuning. If we are unable to successfully develop our technology, this would materially adversely affect our business and we may be forced to cease operations.

The technology we are developing will rely on complex machinery for its operation and deployment involves a significant degree of risk and uncertainty in terms of operational performance and costs.

The NET Power Cycle relies heavily on complex machinery and involves a significant degree of uncertainty and risk in terms of operational performance and costs. Our test facility consists, and our future NET Power plants are expected to consist, of large-scale machinery combining many components. These manufacturing plant components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, and such repairs and spare parts may not be available when needed. If there are delays in the development and manufacturing of our technology by our partners or third-party suppliers, it may adversely impact our business and financial condition.

Unexpected malfunctions of the plant components may significantly affect our intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, supply chain issues, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, pandemics, war, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material and adverse effect on our business, results of operations, cash flows, financial condition or prospects.

If we, our partners or our third-party suppliers experience any delays in the development and manufacturing of turbo expanders, heat exchangers and other implementing technology, this may adversely impact our business and financial condition.

We have previously experienced, and it is possible that we may experience in the future, delays and other complications from our partners and third-party suppliers in the development and manufacturing of turbo expanders, heat exchangers and other implementing technology required for deploying the NET Power Cycle. We have in the past faced a number of delays relating to the NET Power Cycle; for example, we had to obtain a redesigned rotor following synchronization, our recuperative heat exchanger train underwent modifications to meet welding specifications necessary for improved strength associated with nickel material portions and we changed sealing materials compatible with the plant process chemistry for the remaining balance of the plant associated with compressors and pumps. Any disruption or delay in the development or supply of such components and technology could result in the delay or other complication in the design, manufacture, production and delivery of our technology that could prevent us from commercializing the NET Power Cycle according to our planned timeline and scale. If delays like this recur, if our remediation measures and process changes do not continue to be successful or if we experience issues with planned manufacturing activities, supply of components from third parties or design and safety, we could experience issues or delays in commencing or sustaining our commercial operations.

If we encounter difficulties in scaling our production and delivery capabilities, if we fail to develop and successfully commercialize our technologies, if we fail to develop such technologies before our competitors or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business, reputation and financial condition could be materially and adversely impacted.

We, our licensees or our partners may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are higher than anticipated, and such inability or increased costs could delay the deployment of our technology and negatively impact our business.

We, our licensees and our partners rely on third-party suppliers for components and materials used to develop, and eventually commercialize, the NET Power Cycle. Any disruption or delay in the supply of components or materials by our key third-party suppliers or pricing volatility of such components or materials could temporarily disrupt production of our components or materials until an alternative supplier is able to supply the required material. In such circumstances, we may experience prolonged delays, which may materially and adversely affect our results of operations, financial condition and prospects.

We may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to us. Our business depends on the continued supply to us and to our licensees of certain proprietary materials. We are exposed to multiple risks relating to the availability and pricing of such materials and components. Substantial increases in the prices for our raw materials or components would increase our operating costs and the operating costs of our licensees, either of which could materially impact our financial condition.

Currency fluctuations, inflation, trade barriers, extreme weather, pandemics, war, tariffs or shortages and other general economic or political conditions may limit our ability or our licensees’ ability to obtain key components or significantly increase freight charges, raw material costs and other expenses associated with our business and our licensees’ business, and such increased costs could materially and adversely affect our results of operations, financial condition and prospects.

Our deployment plans rely on the development and supply of turbomachinery and process equipment by NPI pursuant to a joint development agreement. We and NPI may not be able to commercialize technology developed under our joint development relationship. If NPI fails to commercialize such equipment, or such equipment fails to perform as expected, our ability to develop, market and license our technology could be harmed.

In February 2022, we entered into a strategic exclusive partnership with NPI pursuant to the Original JDA, which was amended and restated by the Amended and Restated JDA on December 13, 2022, pursuant to which NPI is developing supercritical carbon dioxide (“sCO2”) turbo expanders for use in facilities implementing the NET Power Cycle. These turbo expanders are intended to be compatible with our existing technology, and as such, they are highly specialized and difficult to design. We expect these turbo expanders, as well as other critical technology such as our heat exchangers, to be vital to the success of Serial Number 1, other future commercial-scale facilities and our licensing operations, and as such, any delay in their development or manufacture would likely adversely impact our business and financial condition.

There can be no assurance that we will be able to maintain or further our relationship with NPI and/or that NPI will be successful in developing a turbo expander that successfully integrates with our other technology. Our relationship with NPI is subject to various risks that could adversely affect the value of our investments and our results of operations. These risks include the following:

•        our interests may diverge from those of NPI, or we may not be able to agree with them on ongoing development, manufacturing and operational activities, or on the amount, timing or nature of further investments in our joint development;

•        our control over NPI’s operations is limited;

•        the terms of our arrangement under the Amended and Restated JDA with NPI may turn out to be unfavorable to us;

•        provisions of the joint development agreement could give rise to disputes regarding the rights and obligations of the parties, potentially leading to termination of the agreement, delays in development or commercialization of the turbo expander, or litigation or arbitration; or

•        changes in tax, legal or regulatory requirements may necessitate changes to our arrangement under the joint development agreement.

If our strategic relationship with NPI is ultimately unsuccessful or less successful than anticipated, our business, results of operations or financial condition may be materially adversely affected. Any such lack of success could also reduce our ability to secure collaboration agreements in the future or impair our relationships with other existing collaborators.

Our commercialization strategy relies heavily on our relationship with Baker Hughes, Occidental and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate, and any such divergent interests or inability to replace could adversely impact our business and financial condition.

We are, and for a period of time will be, substantially reliant on our relationship with Baker Hughes, Occidental and our relationships with our other investors and strategic partners to develop and commercialize the NET Power Cycle. We are also reliant on our license agreement with 8 Rivers for the in-license of the core technology of the NET Power Cycle. For a fulsome discussion of such partnerships, see “Information About NET Power — Partnerships.” Our strategic partners may have interests that diverge from our interests, and that may hinder our ability to license our technology to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building power plants and complex machinery. We may also need to locate alternative sources of intellectual property rights enabling us to carry out our operations

and to avoid infringing previously licensed intellectual property, and we may be unsuccessful in securing such new licenses or unsuccessful in finding suitable alternatives that would not infringe previously licensed intellectual property. The loss of any such relationships, if not adequately replaced, could substantially hinder or prevent our ability to commercialize our technology and adversely affect our business, financial condition and future prospects.

Our partners have not yet completed development of and finalized schedules for delivery of key process equipment to customers, and any setbacks we may experience during our first commercial delivery planned for 2026 and other demonstration and commercial missions could have material adverse effects on our business, financial condition and results of operations and could harm our reputation.

The success of our business will depend on our ability to successfully license our technology to customers on-time and on-budget at guaranteed performance levels, and such success would tend to establish greater confidence in our subsequent customers. Our partners have not yet completed development of and finalized schedules for delivery of key process equipment, including turbo expanders, sCO2 combustors, primary recuperative heat exchangers, air separation units and other long-lead items and lessons learned integrated products, to customers. There is no guarantee that our planned commercialization efforts will be successful. There can be no assurance that we will not experience operational or process failures and other problems during our first commercial deployments. Any failures or setbacks, particularly on our first commercial ventures, could harm our reputation and have a material adverse effect on our business and financial condition.

Any actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to tort liability and other costs that may arise. Such issues could result in delaying or cancelling planned licenses, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents or mechanical failures could have a material adverse effect on our business and financial condition.

Lack of availability or increased costs of component raw materials may affect manufacturing processes for plant equipment and increase our overall costs or those of our licensees.

Recent global supply chain disruptions have increasingly affected both the availability and cost of raw materials, component manufacturing and deliveries. While these disruptions have not affected our business in a materially adverse way yet, such disruptions may, in the future, result in delays in equipment deliveries and cost escalations that could adversely affect our business.

Our processes are reliant on certain supply, including natural gas, and the profitability of our processes will be dependent on the price of such supply. The increased cost of natural gas and other raw materials, in isolation or relative to other energy sources, may adversely affect the potential profitability and cost effectiveness of our processes.

We intend to license our NET Power Cycle for the generation of electrical power using natural gas. Accordingly, the prices we eventually receive for our licenses will likely be tied to the prevailing market prices of natural gas. Historically, the price of natural gas has been volatile, and this volatility may continue to increase in the future. Factors that may cause volatility in the prices of natural gas include, among others, (i) changes in supply and availability of natural gas; (ii) governmental regulations; (iii) inventory levels; (iv) consumer demand; (v) price and availability of alternatives; (vi) weather conditions; (vii) negative publicity about natural gas; (viii) production or transportation techniques and methods; (ix) macro-economic environment and political conditions, including the conflict between Ukraine and Russia; (x) transportation costs and (xi) the price of foreign imports. We expect that natural gas prices will remain volatile for the near future because of these and other factors. High natural gas prices in isolation or relative to other energy sources are likely to adversely affect the demand for the NET Power Cycle and our potential profitability and cost effectiveness. The prices we receive for our licenses depend on numerous factors beyond our control, including, but not limited to, the following:

•        changes in global supply of, and demand for, natural gas;

•        worldwide and regional economic conditions impacting the global supply and demand for natural gas;

•        social unrest, political instability or armed conflict in major natural gas producing regions outside the United States, such as the conflict between Ukraine and Russia, and acts of terrorism or sabotage;

•        the ability and willingness of the Organization of the Petroleum Exporting Countries and allied producers (known as OPEC+) to agree and maintain oil price and production controls;

•        the price and quantity of imports of foreign natural gas;

•        governmental, scientific, and public concern over the threat of climate change arising from greenhouse gas emissions;

•        the level of global natural gas exploration and production;

•        the level of global natural gas inventories;

•        localized supply and demand fundamentals of regional, domestic and international transportation availability;

•        weather conditions, natural disasters and seasonal trends;

•        domestic and foreign governmental regulations, including embargoes, sanctions, tariffs and environmental regulations;

•        speculation as to the future price of natural gas and the speculative trading of natural gas futures contracts;

•        technological advances affecting energy consumption;

•        increasing attention to environmental, social and governance (“ESG”) matters; and

•        the price, availability and use of alternative fuels and energy sources.

While Russia’s invasion of Ukraine and its contribution to the volatility in the price of natural gas could impact demand for the NET Power Cycle, we have not yet been affected by such volatility in a materially adverse manner.

Manufacturing and transportation of key equipment may be dependent on open global supply chains. Supply chain issues could negatively impact deployment schedules.

Our customers and the projects they develop will be reliant on equipment supplied by a core group of key global suppliers, generally including, but not limited to, air separation units, heat exchangers, control systems, piping, valves, fabricated modules and rotating turbomachinery. Recent global supply chain disruptions have increasingly affected both the availability and cost of raw materials, component manufacturing and deliveries. These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect our business. While we expect to take steps to minimize the impact of these increased costs by working closely with our suppliers and customers, global supply chain disruption may deteriorate and such disruption compounded by increasing inflation could adversely affect our business, financial condition, results of operations and cash flows. Moreover, any material disruption in the supply chain could delay our commercialization efforts, potentially causing us to delay the launch of Serial Number 1 and of subsequent commercial plants later than expected or to begin licensing our technology later than expected.

Suppliers of key equipment to our customers may not be able to scale to the production levels necessary to meet the anticipated growth in demand for our technology, and such inability could negatively impact our business and financial plan.

We do not have manufacturing assets and our future licensees may not have manufacturing assets, and thus we rely, and our future licensees may rely, on third-party manufacturers to build licensed power plants and associated equipment. Moreover, we and our licensees are dependent on future supplier capability to meet production demands attendant to our forecasts. If suppliers of key equipment to our customers cannot meet the level of supply and schedule demands of such customers after we achieve commercialization, our revenues could be materially impacted, which would impact our operations and profitability.

Manufacturing and construction issues not identified prior to design finalization, long-lead procurement and/or module fabrication could potentially be realized during production, fabrication or construction and may impact plant deployment cost and schedule, and such impact could adversely impact our business.

Our NET Power Cycle design will be actively managed through design reviews, prototyping, involvement of external partners and application of industry lessons, but we could still fail to identify latent manufacturing and construction issues early enough to avoid negative effects on production, fabrication, construction or ultimate performance of our technology, licenses or plants. Where these issues arise at such later stages of deployment, plant deployment could be subject to greater costs or be significantly delayed, and such delay could materially and adversely affect our business.

Our La Porte, Texas test facility and future facilities and operations could be damaged or otherwise adversely affected as a result of natural disasters and other catastrophic events, and such adverse effects would negatively impact our ability to develop key process equipment and technologies within our anticipated timeline and budget.

Natural disasters or other catastrophic events may cause damage or disruption to our operations and the global economy and, thus, could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, civil unrest, war, pandemics, acts of terrorism and other events beyond our control. While we maintain crisis management and disaster response plans, natural disasters and other events could also make it difficult or impossible for us to continue operations and could decrease demand for our platform.

In addition, our test facility is located in La Porte, Texas, which is prone to natural disasters such as severe weather, making our business particularly susceptible to natural disasters and other catastrophic events in those areas. Our test facility and future facilities could be harmed or rendered inoperable, or our other assets could be damaged or destroyed, by natural or manmade disasters, including severe weather, flooding, power outages, earthquakes and contamination, including as a result of the COVID-19 pandemic, and such damage or destruction may render it difficult or impossible for us to operate our business for some period of time. The inability to operate our test facility — for even a short period of time — may harm our reputation and result in a delay in our commercialization schedule, and such reputational harm or delay would have a material adverse effect on our financial condition and operating results.

If we cannot extend the lease for our La Porte, Texas test facility, which is currently set to expire in 2025, then we may need to remove, rebuild and relocate our equipment to a suitable facility elsewhere and resume development activities thereafter, which could represent a significant expense to us and have a material adverse effect on our business and results of operations.

We lease the land where our demonstration facility in La Porte, Texas is located from Air Liquide Large Industries U.S. LP (“Air Liquide”) under a lease that is set to expire on July 1, 2025. The NET Power Cycle was first demonstrated at our La Porte, Texas demonstration facility and we continue to conduct development activities at this site, which are expected to continue beyond July 1, 2025. If we are unable to renew the lease for our La Porte, Texas facility with Air Liquide on acceptable terms or at all, then we may need to relocate an alternate facility that meets the specifications required for our demonstration facility and rebuild our demonstration facility at such suitable facility. During this time, we may also be required to discontinue our development activities ongoing at the La Porte, Texas facility. Furthermore, the costs of rebuilding and relocating the facility could be significant, which could have a material adverse effect on our business and results of operations.

Our test facility has not yet overcome all power loads to provide net positive power delivery to the commercial grid during its operation. If initial commercial plants using the NET Power Cycle are unable to efficiently provide a net power output to the commercial grid, it will negatively impact our business.

Our test facility in La Porte, Texas successfully generated electric power while synchronized to the grid, but it has not yet overcome all facility auxiliary power loads (pumps, compressors, etc.) to provide net positive power delivery to the commercial grid during its operation. If initial commercial power plants are unable to efficiently provide net power output to the commercial grid using the NET Power Cycle, this could harm our business, results of operation and reputation.

We may encounter difficulty in attracting licensees prior to the deployment of an initial full-scale commercial plant. If we cannot successfully overcome the barriers to deploying a first full-scale plant, our business will be negatively impacted and could fail.

Until we have completed the deployment of Serial Number 1 and potentially until we have completed deployment of one or more additional commercial plants, we may encounter difficulty attracting licensees. We expect revenues from licensing the NET Power Cycle to be vital to reaching and sustaining profitability, but until potential customers have seen a plant successfully implement the NET Power Cycle, they may decide to wait to purchase a license or forgo purchasing a license altogether. There is no guarantee that we will be able to attract any licensees in our desired price range, or at all prior to our initial deployment; that our initial deployment efforts will be timely or successful or that they will be timely or successful enough to attract licensees. If we cannot attract licensees and earn licensing revenue, we may experience delays in our commercial plant deployments and may otherwise suffer harm to our business, results of operations and reputation.

We expect a consortium led by NET Power to undertake the first commercial plant deployment to establish our technology. Such a deployment will require significant capital expenditure, and, depending on availability of capital, including grants, could require substantial capital investment from us and our partners. If we cannot establish a first commercial-scale plant, our business could fail.

Our ability to find third parties willing to partner with us to launch Serial Number 1 is vital to our future success. This deployment is expected to be very expensive, require significant capital, which may include grants, and be time consuming, and, if we cannot find suitable third parties to partner with us, we may not be able to launch Serial Number 1. We may seek Department of Energy (“DOE”) Loan Program Office (“LPO”) Title XVII project funding, have submitted a Title XVII Part I LPO application in support of such funding, and have been invited to submit a Part II application; however, the DOE advises that an invitation to submit a Part II application is not an assurance that DOE will invite the Company into the due diligence and term sheet negotiation process, that DOE will offer a term sheet to the Company, or that the terms and conditions of a loan guarantee will be consistent with terms proposed by the Company. The foregoing matters are wholly dependent on the results of DOE’s review and evaluation of the Part II Application, and determination whether to proceed. If we are unable to bring Serial Number 1 to market, or to launch other commercial plant deployments, our ability to create stockholder value will be limited, and our business could fail.

Our future growth and success depend on our ability to license to customers and their ability to secure suitable sites. We have not yet entered into a binding contract with a customer to license the NET Power Cycle, and we may not be able to do so.

The future growth of our business depends on our ability to license the NET Power Cycle and to expand our sales geographically. The NET Power Cycle has never been utilized on a full-scale commercial basis. All tests conducted to date with respect to the technology have been performed at our test facility in La Porte, Texas, and the same or similar results may not be obtainable at competitive costs on a large-scale commercial basis. It will be difficult to demonstrate the value in our technology to licensees until we have deployed a successful full-scale commercial plant, as discussed under the section entitled “Risk Factors — Risks Related to Our Business and Our Industry — We may encounter difficulty in attracting licensees prior to the deployment of an initial full-scale commercial plant. If we cannot successfully overcome the barriers to deploying a first full-scale plant, our business will be negatively impacted and could fail.” We have not yet entered into a binding contract with a customer to license the NET Power Cycle, and we may not be able to do so on acceptable terms or at all. Even if we do enter into agreements with licensees, such licensees might be unable to find suitable sites for building their own power plants. If we are unable to successfully enter into agreements with a sufficient number of licensees, it may adversely impact our business and results of operations.

We may not be able to accurately estimate the future demand for our technology, and such inability could result in a variety of inefficiencies in our business and could hinder our ability to generate revenue. If we fail to accurately predict market demand, we could incur additional costs or experience delays, adversely impacting our business and financial condition.

Our business requires us to estimate future market demand for electricity and for licenses for our technology. We may be adversely affected to the extent that we overestimate or underestimate such demand.

Our future success hinges on how many licenses for our technology we are able to sell. We have already incurred and expect to continue to incur significant expenses in connection with developing our technology, and we do not expect the amount of expenses incurred to vary significantly as we increase or decrease the number of licenses sold. As such, our profitability with respect to our licenses will likely depend entirely on the demand for such licenses, and, if we cannot sell enough licenses, the expenses incurred in connection with such licenses will be sunk costs. Thus, it is imperative that we accurately estimate the demand for such licenses. However, there is no guarantee that our current estimates, or any future estimates, will prove accurate, especially if competitors develop similar technology and compete for our target licensees or if the general landscape of the natural gas industry shifts in an unfavorable direction. If we cannot accurately estimate future demand for our licenses, our business and financial condition could be materially adversely impacted.

Our ability to market our technology depends on numerous factors beyond our control, the effect of which cannot be accurately predicted or anticipated. Some of these factors include, without limitation, the availability of domestic and foreign natural gas production, the marketing of competitive fuels, the proximity and capacity of pipelines, fluctuations in supply and demand, the availability of a ready market, the effect of U.S. federal and state regulation of production, refining, transportation and sales and general national and worldwide economic conditions.

We are highly dependent on our senior management team, key employees and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy and our ability to compete may be harmed.

Our success depends, in significant part, on continuing to attract and retain highly qualified talent, on retaining the services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including, but not limited to, engineers, manufacturing and quality assurance, finance, marketing and sales personnel. Our senior management team has extensive experience in the energy and manufacturing industries, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team for any reason, including resignation or retirement, could impair our ability to execute our business strategy and could have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel with experience necessary to fill the applicable senior management position or positions.

Conflicts of interest may arise because, prior to the consummation of the Business Combination, most of the members of our board of managers are representatives of our principal members, and following consummation of the Business Combination, several directors on the NET Power Inc. Board will be appointed by such principal members.

Prior to consummation of the Business Combination, eight of our nine managers (and all of our managers with voting power) are representatives of our members, with two managers representing each of OXY, Constellation, BHES and 8 Rivers Capital. These affiliates are engaged in the energy industry or are investment funds or other investment vehicles that could invest in companies that directly or indirectly compete with us. As a result of these relationships, conflicts may arise between the interests of the principal members or their affiliates and the interests of other members, and members of our board of managers that are representatives of such principal members may not be disinterested in such conflicts.

In addition, following consummation of the Business Combination, representatives or affiliates of OXY, Constellation and 8 Rivers Capital will have certain rights to appoint directors to the NET Power Inc. Board. See “The Business Combination Agreement — Related Agreements — Stockholders’ Agreement” for additional details. As a result of these appointment rights and the resulting relationships between the Existing NET Power Holders and directors on the NET Power Inc. Board, conflicts may arise in the future with the Existing NET Power Holders where their independent business interests are inconsistent with the NET Power Inc. Board and our stockholders’ interests.

Further, disagreements or disputes with the Existing NET Power Holders could result in litigation, resulting in increase of expenses incurred and potentially limit the time and effort our officers and directors are able to devote to remaining aspects of our business, all of which could have a material adverse effect on our business, financial condition and results of operations.

From time to time, we may be involved in legal proceedings and commercial, contractual or intellectual property disputes that, even where meritless, can be costly to defend and could have an adverse impact on our business, profitability and consolidated financial position.

From time to time, we may be involved in legal proceedings and commercial disputes. Such proceedings or disputes are typically claims that arise in the ordinary course of business, including, without limitation, commercial or contractual disputes, other disputes with customers and suppliers, intellectual property matters, environmental issues, tax matters and employment matters. There can be no assurance that such proceedings and claims, should they arise, will not have a material adverse effect on our business, results of operations and financial condition.

We may become subject to product liability claims, which could harm our financial condition and liquidity.

We may become subject to product liability claims, even those without merit, which could harm our business, prospects, operating results and financial condition. We face inherent risk of exposure to claims in the event our products do not perform as expected or malfunction resulting in personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about us, which would have material adverse effect on our brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages, either in excess of our coverage or outside of our coverage, may have a material adverse effect on our reputation, business, prospects and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.

Despite implementing and maintaining industry standard security measures and controls, the website, systems and data we maintain may be subject to intentional disruption, other security incidents or alleged violations of laws, regulations or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales.

We and our service providers face threats from a variety of sources, including attacks on our networks and systems from numerous sources, including traditional “hackers,” sophisticated nation-state and nation-state supported actors, other sources of malicious code (such as viruses and worms) and phishing attempts. We and our service providers could be a target of cyberattacks or other malfeasance designed to impede the performance of our software and services, penetrate our network security or the security of our cloud platform or our internal systems, misappropriate proprietary information and/or cause interruptions to our services. Our software, platforms and system, and those of our service providers, may also suffer security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by our employees or service providers. With the increase in personnel working remotely during the current COVID-19 pandemic, we and our service providers are at increased risk for security breaches. Due to the significant military action against Ukraine launched by Russia, the risk of such cyberattacks, malfeasance, security breaches, misappropriations and interruptions has increased. The conditions caused by the Russian invasion of Ukraine could also result in disruption or other security incidents for our service providers.

We have taken and are taking steps to monitor and enhance the security of our software and services, cloud platform and other relevant systems, information technology infrastructure, networks and data. Furthermore, our board of directors schedules periodic discussions with management regarding significant risk exposures, including risks related to data privacy and cybersecurity, and assists in taking steps to mitigate the risk of cyberattacks on us. However, the unprecedented scale of remote work may require additional personnel and resources and nevertheless cannot be guaranteed to fully safeguard our software and services, our cloud platform or any systems, IT infrastructure networks or data upon which we rely. We may be targeted for cyberattacks and other security incidents. A breach in our data security or an attack against our service availability, or that of our third-party service providers, could impact our networks or networks secured by our software and services, creating system disruptions or slowdowns and exploiting security vulnerabilities of our software and services, and the information stored on our networks or those of our third-party service providers could be accessed, publicly disclosed, altered, lost or stolen, possibly subjecting

us to liability and causing us financial harm. If an actual or perceived disruption in the availability of our software and services or a breach of our security measures or those of our service providers occurs, it could adversely affect the market perception of our software and services, result in a loss of competitive advantage, have a negative impact on our reputation, result in the loss of customers, channel partners and sales and expose us to the loss or alteration of information, to litigation, to regulatory actions and investigations and to possible liability. Any such actual or perceived security breach, attack or disruption could also divert the efforts of our technical and management personnel. We also may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent actual or perceived security incidents, as well as the costs to comply with any notification obligations resulting from any security incidents. In addition, any such actual or perceived security breach could impair our ability to operate our business and to provide software and services to our customers. If this happens, our reputation could be harmed, our revenues could decline and our business could suffer.

Our insurance coverage may not be adequate to protect from all business risks, adversely impacting our business and financial condition.

Our insurance policies are subject to exclusions, deductibles and limitations. There can be no assurance that any claim under our insurance policies will be honored fully or in a timely manner, that our insurance coverage will be sufficient in any respect or that our insurance premiums will not change substantially. Although we carry property insurance for our business operations, our coverage might not be adequate to compensate us for all losses that may occur. Accordingly, to the extent that we suffer loss or damage that is not covered by insurance or that exceeds our insurance coverage, or to the extent that we are required to pay higher insurance premiums, our business, financial condition and results of operations could be materially and adversely affected. In addition, there may be certain risks for which we are unable to insure at a reasonable cost or at all.

COVID-19 and any future widespread public health crisis could negatively affect various aspects of our business, could make it more difficult for us to meet our obligations to our customers and could result in reduced demand for our products and services.

In December 2019, COVID-19 was identified. On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. Since the emergence of the COVID-19 pandemic, numerous variants of the virus have been identified, some of which are more virulent than the original strain. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide and has caused significant volatility in U.S. and international debt and equity markets. Vaccines for COVID-19 continue to be administered in the United States and other countries around the world, but the extent and rate of vaccine adoption, the long-term efficacy of these vaccines and other factors remain uncertain. Authorities throughout the world have implemented measures to contain or mitigate the spread of the virus, including physical distancing, travel bans and restrictions, closure of non-essential businesses, quarantines, work-from-home directives, mask requirements, shelter-in-place orders and vaccination programs.

Examples of how COVID-19 may impact our business, results of operations and the price of our securities include, but are not limited to:

•        COVID-19 may interfere with our ability, or the ability of our employees, workers, contractors, suppliers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business;

•        COVID-19 may cause disruptions from the temporary closure or suspension of activities related to the relocation of our facilities, third-party suppliers and manufacturers or restrictions on our employees’ and other service providers’ ability to travel; and

•        COVID-19 and related government responses to address the COVID-19 pandemic may cause sudden and extreme changes in the price of our securities.

Since COVID-19 was first reported, the volatility of U.S. equity markets increased to historic levels. This may cause extreme fluctuations in the market price of our securities. We cannot predict if or when these fluctuations will decrease or increase. In addition to general market conditions, the market price of our securities may become volatile or may decline due to the actual or anticipated impact of COVID-19 on our financial condition and results of operations or may become volatile or may decline if our results of operations do not meet the expectations of the investor community or if one or more of the analysts who cover NET Power change their recommendations regarding the company.

The duration and extent of the impact on our business from the COVID-19 pandemic depends on ongoing developments that cannot be accurately predicted at this time (e.g., the severity and transmission rate of the virus and new variants, the extent and effectiveness of containment and vaccination measures and the impact of these and other factors on our employees, customers, vendors and partners, including their respective productivity). Furthermore, our limited operating history combined with the uncertainty created by the COVID-19 pandemic significantly increases the difficulty of forecasting operating results and of strategic planning. The COVID-19 pandemic has resulted in global supply chain constraints and transportation disruptions that have led to increased costs of goods and higher freight/import costs. If we are unable to effectively predict and manage the impact of the COVID-19 pandemic on our business, our results of operations and financial condition may be negatively impacted.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect our business, financial condition and results of operations.

In recent years, the global economies suffered dramatic downturns as a result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis and a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, inflation, ratings downgrades of certain investments and declining valuations of others. The United States and certain other governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. The outcome of the actions taken by these governments is still ongoing and, consequently, the return of adverse economic conditions may negatively impact the demand for our technology and may negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

Our commercialization strategy relies heavily on our contractual relationship with Baker Hughes.

NET Power has entered into the Amended and Restated JDA with NPI in connection with the joint development arrangement for the design and development of a turbo expander for use in the NET Power Cycle. Pursuant to Amended and Restated JDA, NPI may terminate the arrangement, among other things, in the event of a change of control, and there is no guarantee that a change of control will not occur in the future. We may not be able to replace this strategic partnership if our relationship terminates, which could adversely impact our business and financial condition.

We, our licensees and our partners may be unable to adequately control the costs associated with the development and deployment of our technology.

We will require significant capital to develop and grow our business and we expect to incur significant expenses, including those relating to developing and commercializing the NET Power Cycle, research and development, production, sales, maintenance and service and building the NET Power brand. Our largest costs prior to project deployment are expected to be equipment and construction costs. Our current estimates of the costs associated with development and commercialization could prove inaccurate, and that could impact the cost of our technology and of our business overall. If we are unable to efficiently design, develop, commercialize, license, market and deploy our technology in a cost-effective manner, our margins, profitability and prospects would be materially and adversely affected.

Risks Related to NET Power’s Market

The energy market continues to evolve and is highly competitive, so we may not be successful in competing in this industry or in establishing and maintaining confidence in our long-term business prospects among current partners, future partners and customers. The development and adoption of competing technology could materially and adversely affect our ability to license our technology.

We operate in highly competitive area of clean energy production with a substantial number of other companies, including combined cycle power plant (“CCGT”) assets with post-combustion capture, renewables with long-duration storage and small modular reactor (“SMR”) plants. We face intense competition from independent, technology-driven companies in each of the following areas:

•        acquiring desirable properties or leases for developing plants;

•        marketing our licenses;

•        integrating new technologies; and

•        acquiring the equipment, personnel and expertise necessary to develop and operate our power plants.

Many of our competitors have financial, managerial, technological and other resources that are substantially greater than ours. Many of our competitors may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to compete effectively in the future will depend upon our ability to successfully conduct operations, implement advanced technologies, evaluate and select suitable properties and consummate transactions in this highly competitive environment.

The market for power plants implementing the NET Power Cycle is not yet established and there is limited infrastructure to efficiently transport and store carbon dioxide. If the market for power plants implementing the NET Power Cycle does not achieve the growth potential we expect or if it grows more slowly than expected, it could materially and adversely affect our business.

We expect the NET Power Cycle to be the first standalone natural gas 24/7 carbon-free energy (“CFE”) solution, and, as such, the market for our technology has not yet been established. In addition, there is limited infrastructure to efficiently transport and store carbon dioxide (“CO2”), and such limited infrastructure may limit the deployment of the NET Power Cycle. Our estimates for the total addressable market are based on a number of internal and third-party estimates, including the number of potential customers who have expressed interest in licensing our technology, assumed prices and production costs for our plants, our ability to leverage our current logistical and operational processes and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our plants, as well as the expected growth rate for the total addressable market for our plants, may prove to be incorrect, which could materially and adversely affect our business.

The cost of electricity generated from NET Power Cycle may not be cost competitive with other electricity generation sources in some markets, and such lack of competitiveness could materially and adversely affect our business.

While our modeling suggests that a fully decarbonized, 24/7 CFE power grid, which is what our technology is designed to provide, is expected to result in 50% lower electricity prices as compared to a grid solely based on variable renewable energy, like wind and solar, there can be no guarantee that such modeling is accurate or that our technology will actually result in lower prices of this magnitude or at all. Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and we may not be able to compete in these markets unless the benefits of the NET Power Cycle are sufficiently valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Moreover, historically very low or negative market prices are the result of surplus generation that cannot be curtailed and are transitory. These low prices do not reflect a price to beat for our technology.

Risks Related to Government Regulation

Our business relies on the deployment of power plants that are subject to a wide variety of extensive and evolving government laws and regulations, including environmental laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.

Regulatory risk factors associated with our business include:

•        our ability to obtain additional applicable permits, approvals, licenses or certifications from regulatory agencies, if required, and to maintain current permits, approvals, licenses or certifications;

•        our ability to obtain regulatory approval for a site boundary emergency planning zone defined in such a fashion as will benefit the majority of U.S.-based customers;

•        regulatory delays, delays imposed as a result of regulatory inspections and changing regulatory requirements may cause a delay in our ability to fulfill our existing or future orders or may cause planned plants to not be completed at all, many of which may be out of our control, including changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule plant construction, any of which could have an adverse impact on our business and financial condition;

•        regulatory, availability and other challenges may delay our progress in establishing the number of plant sites we require for our targeted build rate, and such challenges could have an adverse effect on our ability to grow our business; and

•        challenges as a result of regulatory processes or in our ability to secure the necessary permissions to establish these plant sites could delay our customers’ ability to achieve commercial operations and could adversely affect our business.

Any of these risk factors could have a material adverse effect on our business.

Our customers must obtain regulatory approvals and permits before they construct power plants using our technology, and approvals may be denied or delayed.

The lead time to build a natural gas power facility is long and requires site licensing and approvals from applicable regulatory agencies before a plant can be constructed. The regulatory framework to obtain approvals is complex, and varies from country to country, and regulators’ lack of familiarity with our technology may prolong this process, alongside any potential objections or adverse public reaction to the construction of a natural gas power plant. Any delays experienced by our customers in siting a power plant using our products and services could materially and adversely affect our business.

Unfavorable changes in laws, regulations and policies in foreign countries in which we seek to license our technology, our, our partners’ or our project developers’ failures to secure timely government authorizations under laws and regulations or our failure to comply with such laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

Compliance with laws and regulations applicable to our international operations increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with changes in foreign government requirements and laws as they change from time to time. Failure to comply with these laws and regulations could have adverse effects on our business. In many foreign countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or by U.S. regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and third-party service providers will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or third-party service providers could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our products and services and could have an adverse effect on our business, financial condition and results of operations.

Changes in laws and regulations and electric market rules and protocols regarding the requirements for interconnection to the electric transmission grid and the commercial operation of our customers’ power generation projects could affect the cost, timing and economic results of conducting our operations.

Our customers’ operations will be subject to governmental and electric grid regulations in virtually all aspects of our operations, including the amount and timing of electricity generations, the performance of scheduled maintenance and the compliance with power grid control and dispatch directives as well as environment protection regulations. There can be no assurance that these regulations will not change in the future in a manner that could adversely affect our business.

We and our potential licensees may encounter substantial delays in the design, manufacture, regulatory approval and launch of power plants, and that could prevent us and our licensees from commercializing and deploying our technology on a timely basis, if at all.

Any delay in the design, manufacture, regulatory approval and launch of power plants or related technology could adversely affect our business because it could delay our ability to generate revenue and could adversely affect the development of customer relationships. Additionally, we may encounter delays in obtaining the necessary regulatory approvals or delays in commercializing our technology, including delays in entering into agreements for the supply of component parts and manufacturing tools and supplies. Delays in the launching of our technology would materially and adversely affect our business, prospects, financial condition and operating results.

Our partners and customers are subject to environmental, health and safety laws and to regulations including, if applicable, remediation matters that could adversely affect our business, results of operation and reputation.

The operations and properties of our anticipated partners and customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous and non-hazardous materials and waste and remediation of releases of hazardous materials. Although our business model is primarily focused on licensing our technology, we must design the technology so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or could result in significant restrictions on their operations. The failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or to fund remedial or corrective measures, to install pollution control equipment or to perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and may adversely impact the market for our products, and such unanticipated events could materially and adversely affect our business, financial condition and results of operations.

We and our customers operate in a politically sensitive environment, and the public perception of fossil fuel derived energy can affect our customers and us. Our future growth and success are dependent upon consumers’ willingness to develop natural-gas-fueled power generation facilities.

Our future prospects are dependent upon a certain level of public support for natural gas. While the public perception of natural gas is generally more positive than that of oil, coal or gasoline, there is still substantial opposition to natural gas due to its association with hydraulic fracturing (“fracking”), its non-renewability and its reliance on high energy and water inputs. There is a significant coalition of people advocating against the use of natural gas for power generation and instead advocating for nuclear energy or renewable energy sources such as solar and wind energy. Any adverse public reaction to our business, including any high-profile incident involving fracking, could directly affect our customers and could indirectly affect our business. Adverse public reaction could lead to increased regulation or outright prohibition, limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers’ and on our business.

Restrictions on the use of certain operation practices, such as fracking, could adversely impact our business.

Some states and certain municipalities have regulated or are considering regulating fracking and such regulations could impact certain of our operations. While we do not believe that these regulations and contemplated actions have limited or prohibited fracking, and while they have not impacted our activities to date, there can be no assurance that these actions, if taken on a wider scale, may not adversely impact our business operations and revenue.

The demand for our business may be curtailed by government or prospective licensees failing to consider hydrocarbon-based power as “clean,” even when paired with energy transition technology such as carbon capture, use, storage and sequestration, thereby reducing our expected growth.

Our technology is designed specifically for the purpose of producing clean energy with nominal or no carbon emissions. Current natural gas production is often associated with significant carbon emissions, even if such emissions are less than those from burning coal or petroleum products. Natural gas is also generally associated with

hydraulic fracturing (fracking), non-renewability and reliance on high energy and water inputs. While we believe that natural gas, and particularly natural gas used to produce clean energy using our 24/7 CFE technology, is an integral part of the global energy transition, there is a public perception of natural gas as “dirty” energy due to its common association with the above-mentioned factors. There is no guarantee that we will be able to convince government entities or prospective licensees and partners that our process is “clean,” and this could result in regulatory delays, fewer customers and damage to our reputation and business, all of which could materially reduce our expected growth.

We may be subject to new, stricter measures and/or regulatory requirements for the mitigation or reduction of greenhouse gas emissions that could require radical changes to development models if regulations lump natural gas together with other non-renewable energy sources, and such requirements could adversely affect our business, reputation and operations.

Global climate change creates new challenges for the energy industry and its regulators. The United Nations and several countries have adopted, or are evaluating the adoption of, new measures and/or regulatory requirements for the mitigation or reduction of greenhouse gas emissions in the atmosphere, such as taxes on carbon, raising efficiency standards or adopting cap and trade regimes. Certain mitigation actions could require radical changes to development models, such as the transition from the use of conventional energy sources to the use of renewable energy sources that reduce environmental pollution, contribute to sustainable development and avoid global warming since the greenhouse gas emissions of renewable energy sources are usually very low. While we believe that electricity produced using natural gas through our NET Power Cycle will be an integral part of the global energy transition, certain regulations may lump natural gas together with other non-renewable energy sources such as oil, coal or gasoline rather than renewable energy sources such as wind or solar energy, and, as such, new regulations may be stricter than anticipated. We cannot assure you that new regulations or measures that may be adopted by the U.S. government or foreign governments will not have an adverse effect on our business and our results of operations.

The progress and challenges of the energy transition could have a significant adverse effect on us if we are unable to keep up with the pace of the global energy transition and allocate our resources effectively.

The ability to license and deploy natural gas power plants may be limited due to conflict, war or other political disagreements between gas-producing nations and potential customers, and such disagreements may adversely impact our business plan.

Conflict, war or other political disagreements between gas producing nations and potential customers could affect our operations in unpredictable ways, including disruptions of fuel supplies and markets and the possibility that infrastructure facilities, including pipelines, production facilities, refineries, electric generation, transmission and distribution facilities, offshore rigs and vessels and communications infrastructures, could be direct targets of, or indirect casualties of, a cyberattack or an act of piracy or terror. The continued threat of terrorism and the impact of military and other government action has led and may lead to further increased volatility in prices for natural gas and could affect the natural gas market or the financial markets that we use.

In late February 2022, Russian military forces commenced a military operation and invasion against Ukraine. The United States, other countries and certain international organizations have imposed broad economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response and additional sanctions may be imposed in the future. The length, impact and outcome of the ongoing war between Russia and Ukraine is highly unpredictable, and such unpredictability has created uncertainty for financial and commodity markets. While NET Power does not currently have operations overseas, the conflict elevates the likelihood of supply chain disruptions, heightened volatility in energy prices and negative effects on our ability to raise additional capital when required and could have a material adverse impact on our business, financial condition or future results.

Conflicts of this sort, or the threat of conflicts of this sort, may also have an adverse effect on the broader economy. Instability in the financial markets as a result of war, sabotage, piracy, cyberattacks or terrorism could also affect our ability to raise capital and could also adversely affect the natural gas and power industries and could restrict their future growth. Any resulting economic downturn could adversely affect our results of operations, impair our ability to raise capital or otherwise adversely impact our ability to realize certain business strategies.

We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to the Foreign Corrupt Practices Act (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the U.K. Bribery Act of 2010, the U.K. Proceeds of Crime Act 2002 and other anti-corruption laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. We use or anticipate use of third-party law firms, accountants and other representatives for regulatory compliance, sales and other purposes in several countries. We can be held liable for the corrupt or other illegal activities of these third-party representatives, our employees, contractors, partners and other agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures intended to ensure compliance with anti-corruption laws, our employees, representatives, contractors, partners and agents may not comply with these laws at all times.

Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, if governmental or other sanctions are imposed or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and of resources and in significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, financial condition and results of operations.

Moreover, as an issuer of securities, we also are subject to the accounting and internal controls provisions of the FCPA. These provisions require us to maintain accurate books and records and a system of internal controls sufficient to detect and prevent corrupt conduct. Failure to abide by these provisions may have an adverse effect on our business, financial condition or results of operations.

Any potential changes or reductions in available government incentives promoting greenhouse gas emissions projects, such as the Inflation Reduction Act’s financial assistance program funding installation of zero-emission technology, may adversely affect our ability to grow our business.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The provisions of the IRA are intended to, among other things, incentivize domestic clean energy investment, manufacturing and production. The economics for carbon sequestration will benefit from raising the carbon capture tax credit from $50 per metric ton to $85 per metric ton. The credit will be “direct pay,” meaning it would be a refundable credit, for the first five years, starting with the year a “qualified facility” is placed in service, but not beyond December 31, 2032. In addition, the law lowers the threshold for eligibility as a “qualified facility” to include any carbon capture, utilization and sequestration (“CCUS”) facility placed on an electric generating facility that captures 18,750 tons of carbon annually and has a capture rate of at least 75%, as measured by an applicable electric generating unit’s baseline carbon oxide production. We believe that a project utilizing the NET Power Cycle can meet the criteria for a “qualified facility” under this definition, and, as such, we intend to apply for tax credits under Section 45Q of the Code.

We view the enactment of the IRA as favorable for our development and commercialization efforts. However, we are continuing to evaluate the overall impact and applicability of the IRA to our development and commercialization efforts. It is unclear how this legislation will be implemented by the U.S. Department of Treasury and what, if any, impact it will have on our tax rate. If the IRA or any current or future similar legislation is amended or repealed, or if it is interpreted by courts or implemented by regulatory agencies differently than we expect, then this could adversely affect our anticipated timelines, projected financials and ability to grow our business.

Risks Related to Intellectual Property

We are developing NET Power-owned intellectual property, but we rely heavily on the intellectual property we have in-licensed and which is core to the NET Power Cycle. The ability to protect these patents, patent applications and other proprietary rights may be challenged or may be faced with our inability or failure to obtain, maintain, protect, defend and enforce, exposing us to possible material adverse impacts on our business, competitive position and operating results.

Our discovery and development technology platforms are built, in part, around intellectual property rights in-licensed from our partners, including our license from 8 Rivers that is core to the NET Power Cycle. Under our existing license agreements, we are subject to various obligations, which may include diligence obligations with respect to development and commercialization activities, payment obligations upon achievement of certain milestones and royalties on product sales. If there is any conflict, dispute, disagreement or issue of nonperformance between us and our counterparties regarding our rights or obligations under these license agreements, including any conflict, dispute or disagreement arising from our failure to satisfy diligence or payment obligations, we may be liable to pay damages and our counterparties may have a right to terminate the affected license. The termination of any license agreement with one of our partners, including 8 Rivers, could adversely affect our ability to utilize the intellectual property that is subject to that license agreement in our discovery and development efforts, our ability to enter into future collaboration, licensing and/or marketing agreements for one or more of our technologies and our ability to commercialize the affected technology. Furthermore, disagreements under any of these license agreements may arise, including those related to:

•        the scope of rights granted under the license agreement and other interpretation-related issues;

•        whether and the extent to which our technology and processes may infringe on intellectual property of the licensor that is not subject to the licensing agreement;

•        our right to sublicense patent and other rights to third parties under collaborative development relationships; and

•        the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners.

These disagreements may harm our relationship with our partners, and such harm could have negative impacts on other aspects of our business.

Additionally, the intellectual property we have in-licensed from 8 Rivers could be susceptible to third party challenges of 8 River’s retained rights. Pursuant to our license agreement and a related excluded field agreement, we have exclusive rights to the NET Power Cycle for the generation of electricity using CO2 as the primary working fluid utilizing any carbonaceous gas fuel other than those derived from certain solid fuel sources. 8 Rivers retains the rights of use to the NET Power Cycle for the generation of electricity using CO2 as the primary working fluid utilizing any carbonaceous gas derived directly or indirectly from such solid fuel sources, and if any third party challenges such use, such challenges could tangentially impact our use of the in-licensed technology.

We may lose our rights to some or all of the core intellectual property that is in-licensed by way of either the licensor not paying renewal fees or maintenance fees, or by way of third parties challenging the validity of the intellectual property, thereby resulting in competitors easily entering into the same market and decreasing the revenue that we receive from our customers, and this may adversely affect our ability to develop, market and license our technology.

Because our technology requires the use of proprietary rights held by third parties, the growth of our business will likely depend in part on our ability to continue to in-license these proprietary rights. Licensing intellectual property involves complex legal, business and scientific issues. If we are not able to maintain such licenses, or if we fail to obtain any future necessary licenses on commercially reasonable terms or with sufficient breadth to cover the intended use of third-party intellectual property, our business could be materially harmed. Further, if our licensors lose their licenses, whether due to not paying renewal or maintenance fees, third parties challenging the validity or otherwise, we would also lose rights to the covered intellectual property, and such loss could also materially harm our business.

If disputes over licensed intellectual property prevent or impair our ability to maintain the licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize our technology, or the dispute may have an adverse effect on our results of operation.

We, our partners, our licensees and our critical equipment suppliers may need to defend ourselves against intellectual property infringement claims, which may negatively impact market demand for our process licenses. Further, defending against intellectual property claims can be time consuming and expensive, and such defense may divert our resources away from our business efforts, regardless of the outcome of these claims.

Third parties may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to manufacture, develop or sell our products, and that could make it more difficult for us to operate our business and generate revenue. From time to time, we may receive inquiries from holders of patents or trademarks inquiring whether we are infringing their proprietary rights and/or seeking court declarations that they do not infringe upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to our technology may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: cease licensing, selling, incorporating or using products that incorporate the challenged intellectual property; pay substantial damages; obtain a license from the holder of the infringed intellectual property right that may not be available on reasonable terms or at all; or redesign our plant technology. In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

Third parties may successfully challenge or invalidate our rights or ability to use in-licensed intellectual property that is core to the NET Power Cycle.

Competitors or other third parties may infringe, misappropriate or otherwise violate our in-licensed issued patents or other intellectual property we may own. To counter such infringement, misappropriation or other unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming and can divert the time and attention of our management and scientific personnel. Any claims we assert against third parties could provoke these parties to assert counterclaims against us alleging that we infringe, misappropriate or otherwise violate their patents, trademarks, copyrights or other intellectual property. In addition, our in-licensed patents may become involved in inventorship or priority disputes. Third parties may raise challenges to the validity of certain of our in-licensed patent claims and may in the future raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. For example, we may be subject to a third-party pre-issuance submission of prior art to the USPTO, or we may become involved in derivation, revocation, reexamination, post-grant review (also known as PGR), inter partes review (also known as IPR) and equivalent proceedings in foreign jurisdictions, such as opposition proceedings challenging any patents that we may own or in-license. Such submissions may also be made prior to a patent’s issuance, precluding the granting of a patent based on one of our owned or licensed pending patent applications. A third party may also claim that our potential future owned patents or licensed patent rights are invalid or unenforceable in a litigation. The outcome following legal assertions of invalidity and unenforceability is unpredictable. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, invalidate or render unenforceable our potential future owned patents or licensed patent rights, allow third parties to commercialize the NET Power Cycle or related technologies and compete directly with us without payment to us, or such adverse determination could result in our inability to manufacture or commercialize products without infringing third-party patent rights. In a patent infringement proceeding, there is a risk that a court will decide that a patent we in-license is invalid or unenforceable, in whole or in part, and that we do not have the right to stop the other party from using the invention at issue. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly or decide that we do not have the right to stop the other party from using the invention at issue on the grounds that our in-licensed patents do not cover the invention. An adverse outcome in a litigation or proceeding involving our in-licensed patents could limit our ability to assert our in-licensed patents against those parties or other competitors and may curtail or preclude our ability to exclude third parties from making and selling similar or competitive products. Similarly, in the future, we expect to rely on trademarks to distinguish the NET Power Cycle or related technologies, and if

we assert trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable or that the party against whom we have asserted trademark infringement has superior rights to the marks in question. In this case, we could ultimately be forced to cease use of such trademarks.

In any infringement litigation, any award of monetary damages we receive may not be commercially valuable. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and, if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our securities. Moreover, there can be no assurance that we will have sufficient financial or other resources to adequately file and pursue such infringement claims, which typically last for years before they are concluded. Some of our competitors and other third parties may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Even if we ultimately prevail in such claims, the monetary cost of such litigation and the diversion of the attention of our management and scientific personnel could outweigh any benefit we receive as a result of the proceedings. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing, misappropriating or successfully challenging our intellectual property rights. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a negative impact on our ability to compete in the marketplace, and that could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Despite actively monitoring for potential third-party infringement, misappropriation, dilution or other violations of our intellectual property rights, there could be activities that could diminish the value of our services, brands or goodwill and that cause a decline in our revenue.

If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be harmed. In addition, defending our intellectual property rights might entail significant expense. Any of our trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. While we plan to file new patents, we may be unable to obtain patent protection for the technology covered in our patent applications. In addition, any patents issued in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain.

Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our service is available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the U.S., and mechanisms for enforcement of intellectual property rights may be inadequate. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain, and any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secrets and intellectual property rights. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel.

Our patent applications may not result in issued patents and our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our technology.

Our patent applications may not result in issued patents, and not having such patents may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, we cannot be certain that any patent applications we have or will file will result in patents being issued or that our patents and any patents that may be issued to us will afford protection against competitors with similar

technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. In addition to those who may have patents or patent applications directed to relevant technology with an effective filing date earlier than any of our existing patents or pending patent applications, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and, thus, we cannot be certain that foreign patent applications related to issued United States patents will be issued.

Even if our patent applications succeed and even if we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar to ours or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. In addition, patents issued to us may be infringed upon or designed around by others, and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

We maintain certain technology as trade secrets and others could independently develop competing or similar technologies, allowing others to develop plants without our license if our other intellectual property rights are insufficient to prevent such unlicensed development and deployment of plants.

We currently rely, and intend to rely in the future, on trade secrets, know-how and technology that are not protected by patents to maintain our competitive position. We may not be able to protect our trade secrets, know-how and other internally developed information adequately. Although we use reasonable efforts to protect this internally developed information and technology, our employees, consultants and other parties (including independent contractors and companies with which we conduct business) may unintentionally or willfully disclose our information or technology to competitors. Moreover, third parties may independently develop similar or equivalent proprietary information or otherwise gain access to our trade secrets, know-how and other internally developed information. Enforcing a claim that a third party illegally disclosed or obtained and is using any of our internally developed information or technology is difficult, expensive and time-consuming, and the outcome is unpredictable.

We rely, in part, on non-disclosure, confidentiality and assignment-of-invention agreements with our employees, on independent contractors, on consultants and on companies with which we conduct business to protect our internally developed information. These agreements may not be self-executing or they may be breached, and we may not have adequate remedies for such breach. These agreements may be found by a court to be unenforceable or invalid. We may fail to enforce our agreements in court if we are compelled to present them as evidence but are unable to locate and provide copies. Moreover, when employees with knowledge of our trade secrets and confidential information leave us and join new employers, it may be difficult or impossible for us to detect or prove misappropriation of our confidential information and trade secrets by the former employee and/or the former employee’s new employer. In addition, others may independently discover trade secrets and proprietary information, and, in such cases, we could not assert any trade secret rights against such party.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive position, business, financial condition and results of operations.

A number of foreign countries do not protect intellectual property rights to the same extent as the United States, and, so, our intellectual property rights may not be as strong or as easily enforced outside of the United States.

Patent, trademark and trade secret laws are geographical in scope and vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive

position would be materially and adversely harmed. Further, even if we engaged local counsel in key foreign jurisdictions, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States, and efforts to protect against the infringement, misappropriation or unauthorized use of our intellectual property rights, technology and other proprietary rights may be difficult and costly outside of the United States. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain, and any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our patent rights, trade secrets and other intellectual property rights.

We, our partners or our licensees, may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, and such failure to identify or correctly interpret the patent may adversely affect our ability to develop, market and license our technology.

We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough nor can we be certain that we have identified each and every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of our technology in any jurisdiction.

The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect, and such incorrect interpretation may negatively impact our ability to market our products. We may incorrectly determine that our products are not covered by a third-party patent or may incorrectly predict whether a third party’s pending application will issue with claims of relevant scope. In addition, because patent applications can take many years to issue, there may be currently pending applications unknown to us that may later result in issued patents upon which our technology may infringe. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect, and such incorrect determination may negatively impact our ability to develop and market our technology. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our products.

The information technology systems and data that we maintain may be subject to intentional or inadvertent disruption, other security incidents or alleged violations of laws, regulations or other obligations relating to data handling that could result in regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales and other adverse business consequences.

We rely on information technology systems in order to conduct business, including communicating with employees and our facilities, ordering and managing materials from suppliers and analyzing and reporting results of operations, as well as for storing sensitive, personal and other confidential information. While we have taken steps to ensure the security of our information technology systems, our security measures or those of our third-party vendors may not be effective and our or our third-party vendors’ systems may nevertheless be vulnerable to computer viruses, security breaches and other disruptions from unauthorized users. If our or our third-party vendors’ information technology systems are damaged or cease to be available or function properly for an extended period of time, whether as a result of a significant cyber incident or otherwise, our ability to communicate internally as well as with our retail customers could be significantly impaired, and such impaired ability to communicate may adversely impact our business.

Additionally, the techniques used to obtain unauthorized, improper or illegal access to information technology systems are constantly evolving, may be difficult to detect quickly and often are not recognized until after they have been launched against a target. We may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative or remedial measures. Any operational failure or breach of security from these increasingly sophisticated cyberthreats could lead to the loss or disclosure of both our and our retail customers’ financial, product and other confidential information, lead to the loss or disclosure of personally identifiable information about our employees or customers, result in negative publicity and expensive and time-consuming regulatory or other legal proceedings, damage our relationships with our customers and have a material adverse effect on our business and reputation. In addition, we may incur significant costs and operational consequences

in connection with investigating, mitigating, remediating, eliminating and putting in place additional tools and devices designed to prevent future actual or perceived security incidents and in connection with complying with any notification or other obligations resulting from any security incidents. Because we do not control our third-party vendors or the processing of data by our third-party vendors, our ability to monitor our third-party vendors’ data security is limited and we cannot ensure the integrity or security of the measures they take to protect and prevent the loss of our or our consumers’ data. As a result, we are subject to the risk that cyberattacks on, or other security incidents affecting, our third-party vendors may adversely affect our business, even if an attack or breach does not directly impact our systems.

Risks Related to this Business Combination, Ownership of Class A Common Stock and Our Status as a Public Company

An active trading market for Class A Common Stock may not develop and you may not be able to sell your shares of Class A Common Stock.

Prior to the closing of the Business Combination, there has been no public market for Class A Common Stock. Although we have applied to list the Class A Common Stock on the NYSE, an active trading market may never develop or may never be sustained. If an active market for the Class A Common Stock does not develop or is not sustained, it may be difficult for you to sell shares at an attractive price or at all.

The trading price of the shares of Class A Common Stock may be volatile, and purchasers of the Class A Common Stock could incur substantial losses.

Our stock price may be volatile. The stock market in general and the market for special purpose acquisition companies (also known as SPACs) in particular has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their Class A Common Stock at or above the price paid for the shares. The market price for the Class A Common Stock may be influenced by many factors, including:

•        actual or anticipated variations in our operating results;

•        changes in financial estimates by us or by any securities analysts who might cover our stock;

•        conditions or trends in our industry;

•        changes as a result of the COVID-19 pandemic or similar macroeconomic events;

•        stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the patented technologies and intellectual property industries;

•        announcements by us or our competitors of new technologies, significant acquisitions, strategic partnerships or divestitures;

•        announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

•        capital commitments;

•        investors’ general perception of our company and our business;

•        recruitment or departure of key personnel; and

•        sales of Class A Common Stock, including sales by our directors and officers or specific stockholders.

In addition, in the past, stockholders have initiated class action lawsuits against companies following periods of volatility in the market prices of companies’ stock. Such litigation, if instituted against us, could cause us to incur substantial costs and could divert management’s attention and resources from our business.

If equity research analysts do not publish research or reports, or if they publish unfavorable research or reports, about us, our business, our market, our stock price and our trading volume could decline.

The trading market for Class A Common Stock will be influenced by the research and reports that equity research analysts publish about us and our business. We do not currently have, and may never obtain, research coverage by equity research analysts. Equity research analysts may elect not to provide research coverage of Class A Common Stock after the completion of the Business Combination, and such lack of research coverage may adversely affect the market price of Class A Common Stock. In the event we do have equity research analyst coverage, we will not have any control over the analysts or the content and opinions included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which, in turn, could cause our stock price or trading volume to decline.

Concentration of ownership among members of our senior management, our existing directors and principal stockholders may prevent new investors from influencing significant corporate decisions.

Concentration of ownership among members of our senior management, our existing directors and principal stockholders may prevent new investors from influencing significant corporate decisions. As a result, these persons, if they were to act together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions. For further information, please see “Risk Factors — Conflicts of interest may arise because, prior to the consummation of the Business Combination, most of the members of our board of managers are representatives of our principal members, and following consummation of the Business Combination, several directors on the NET Power Inc. Board will be appointed by such principal members.”

Moreover, some of these persons or entities may have interests different than yours. For example, because many of these stockholders have held their shares for a long period, they may be more interested in selling our company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other stockholders.

We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, the Class A Common Stock may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company,” we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; we will be exempt from any rules that could be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotations or requiring a supplement to the auditor’s report on financial statements; we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to “opt out” of such extended transition period, and that means that, when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and we will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We may be an “emerging growth company” until the fiscal year end following the fifth anniversary of the completion of the RONI IPO, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.235 billion in annual revenue in any fiscal year, (ii) the market value of Class A Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

The exact implications of the JOBS Act are subject to interpretation and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find the Class A Common Stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find the Class A Common Stock less attractive as a result, there may be a less active trading market for the Class A Common Stock and our stock price may decline or become more volatile.

We will incur significant increased costs to implement an effective system of internal controls as a result of operating as a public company, and our management will be required to devote substantial time to public company compliance initiatives. If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, and such inability may adversely affect investor confidence in our company.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act (“Section 404”) and, therefore, we are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, and such rules require management to certify financial and other information in our quarterly and annual reports and to provide an annual management report on the effectiveness of controls over financial reporting. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Our independent registered public accounting firm will eventually be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404, and it may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we may need to undertake actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. In addition, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or unable to assert that our internal control over financial reporting is effective or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports. As a result, the market price of the Class A Common Stock could be materially adversely affected.

Because we do not anticipate paying any cash dividends on the Class A Common Stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.

You should not rely on an investment in the Class A Common Stock to provide dividend income. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of any future debt agreements we may elect to utilize are likely to similarly preclude us from paying dividends. As a result, capital appreciation, if any, of the Class A Common Stock will be your sole source of gain for the foreseeable future. Investors seeking cash dividends should not purchase Class A Common Stock.

We will incur increased costs and demands upon management as a result of being a public company.

As a public company listed in the United States, we will incur significant additional legal, accounting and other costs. These additional costs could negatively affect our financial results. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and the NYSE, may increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice

may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain some types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or to incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management.

Future interpretations of existing accounting standards could adversely affect our operating results.

Generally accepted accounting principles in the United States (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants (“AICPA”), the SEC and various other bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and they could affect the reporting of transactions completed before the announcement of a change.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain disputes between us and our stockholders, and such provision could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees.

Our amended and restated certificate of incorporation that will become effective upon the closing of the Business Combination specifies that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders; provided that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or in the federal court sitting in the State of Delaware. Our amended and restated certificate of incorporation will also provide that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents and arising under the Securities Act. We believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, these provisions may have the effect of discouraging lawsuits against our directors and officers. The choice of forum provision requiring that the Court of Chancery of the State of Delaware be the exclusive forum for certain actions would not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 (the “Exchange Act”).

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find these types of provisions to be inapplicable or unenforceable and if a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, and such costs could materially adversely affect our business.

Risks Related to the Business Combination and RONI

Unless the context otherwise requires, any reference in the below sections of this proxy statement/prospectus to the “we,” “us” or “our” refers to RONI. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes, and other financial information included elsewhere within this proxy statement/prospectus. This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involves risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “RONI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Sponsor, our directors and our officers have entered into letter agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor and each of our directors and officers, pursuant to the Sponsor Letter Agreement, has agreed, among other things, to vote all of their Ordinary Shares, including the Founder Shares, in favor of any proposed business combination and to not redeem any such Ordinary Shares in connection with such shareholder approval. As of the date of this proxy statement/prospectus, our Sponsor, our directors and our officers own approximately 19.9% of the issued and outstanding Ordinary Shares (excluding the private placement shares underlying the private placement units).

Neither the RONI Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the RONI Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that RONI is paying for NET Power is fair to RONI from a financial point of view. Neither the RONI Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the RONI Board and management conducted due diligence on NET Power and researched the industry in which NET Power operates. The RONI Board reviewed, among other things, financial due diligence materials prepared by professional advisors, including quality of earnings reports and tax due diligence reports, financial and market data information on selected comparable companies, the implied purchase price multiple of NET Power and the financial terms set forth in the Business Combination Agreement, and the RONI Board concluded that the Business Combination was in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the RONI Board and management in valuing NET Power, and the RONI Board and management may not have properly valued NET Power’s business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, either of which could potentially impact our ability to consummate the Business Combination.

We cannot assure you that our diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to NET Power’s business, including any material omissions or misstatements contained in the registration statement or proxy statement/prospectus relating to the Business Combination than an investor in an initial public offering.

Before entering into the Business Combination Agreement, we performed a due diligence review of NET Power and its business and operations; however, we cannot assure you that our due diligence review identified all material issues, and certain unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Additionally, the scope of due diligence we have conducted in conjunction with the Business Combination may be different than would typically be conducted in the event NET Power pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatements or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters

of the offering for any of these material misstatements or omissions, there are no underwriters of the Class A Common Stock that will be issued pursuant to this Registration Statement and thus no corresponding right of action is available to investors in the Business Combination, for any material misstatements or omissions in the registration statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges that could have a significant negative effect on NET Power’s financial condition, results of operations and the share price of its securities, and such events could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

The Business Combination may be materially adversely affected by world health events, including the COVID-19 pandemic.

In December 2019, COVID-19 was reported to have surfaced in Wuhan, China, and COVID-19 has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 pandemic has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that could adversely affect the economies and financial markets worldwide. Additionally, our ability to consummate the Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, and such governmental measures may limit our ability to have meetings with potential investors or may affect the ability of NET Power’s personnel, vendors and service providers to negotiate and consummate the Business Combination in a timely manner. Since the beginning of 2021, the distribution of COVID-19 vaccines progressed and many government-imposed restrictions were relaxed or rescinded. However, we continue to monitor the effects of the pandemic on NET Power’s operations.

The extent to which COVID-19 impacts the Business Combination will depend on various factors and consequences beyond our control, such as the emergence of more contagious and harmful variants of the COVID-19 virus, the duration and scope of the pandemic, additional actions by businesses and governments in response to the pandemic and the speed and effectiveness of responses to combat the virus. COVID-19 and the volatile regional and global economic conditions stemming from the pandemic could also aggravate the other risk factors that we identify herein. While the effects of the COVID-19 pandemic have lessened recently in the United States, we cannot predict the duration or future effects of the pandemic or more contagious and harmful variants of the COVID-19 virus, and such effects may materially adversely affect NET Power’s results of operations and financial condition in a manner that is not currently known to us or that we do not currently consider to present significant risks to NET Power’s operations.

The Initial Shareholders, certain other members of the RONI Board and RONI’s officers have interests in the Business Combination that are different from or are in addition to other RONI shareholders in recommending that RONI shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

The Initial Shareholders, certain members of the RONI Board and certain RONI officers have interests in the Business Combination that are different from or in addition to (and that may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•        the fact that the Initial Shareholders and RONI directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $26,000 for the Founder Shares, 2,500 Class A Shares and 100 Class A Units of Opco, and, upon the completion of the Business Combination, the Founder Shares will convert into Class B Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination, subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Sponsor

Letter Agreement. As a result, our Sponsor ultimately expects to receive [            ] Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination that, if unrestricted and freely tradable, would be valued at $[            ] based on the closing price of $[            ] per public share on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, resulting in a theoretical gain of $[            ], but, given the restrictions on such shares, RONI believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose such theoretical gain;

•        the fact that the Initial Shareholders and RONI directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if RONI fails to complete an initial business combination by June 18, 2023, resulting in a loss of approximately $10,900,000;

•        the fact that our Sponsor paid an aggregate of $10,900,000 for its 10,900,000 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if an initial business combination is not consummated by June 18, 2023;

•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to RONI may be converted into warrants to purchase Class A Shares at a price of $1.00 per warrant at the option of the lender;

•        the fact that RONI’s officers and directors, other than RONI’s independent directors, collectively own, directly or indirectly, a material interest in our Sponsor;

•        the anticipated designation of Daniel J. Rice, IV as the Chief Executive Officer and director of NET Power Inc. and J. Kyle Derham as a director of NET Power Inc. following the Business Combination;

•        the continued indemnification of RONI existing directors and officers under the amended and restated memorandum and articles of association and the continuation of RONI’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and RONI’s officers and directors will lose their entire investment of approximately $10,900,000 in RONI and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $[            ] million sponsor loan is awaiting reimbursement as of the date hereof) if an initial business combination is not consummated by June 18, 2023. As described above, following the Business Combination, our Sponsor ultimately expects to receive [            ] Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of RONI’s four independent directors held 30,000 Founder Shares. Additionally, our Sponsor purchased 10,900,000 private placement warrants to purchase Class A Shares simultaneously with the consummation of the RONI IPO for an aggregate purchase price of $10,900,000. The [            ] Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $[            ] based upon the closing price of $[            ] per public share on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The 10,900,000 private placement warrants held by our Sponsor would have had an aggregate market value of $[            ] based upon the closing price of $[            ] per public warrant on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus;

•        the fact that if the Trust Account is liquidated, including in the event RONI is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify RONI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which RONI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to RONI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other RONI shareholders experience a negative rate of return in the post-Business Combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement Proposal — Related Agreements.”

The personal and financial interests of the Initial Shareholders as well as RONI’s directors and executive officers may have influenced their motivation in identifying and selecting NET Power as the target for the Business Combination, in completing the Business Combination with NET Power and in influencing the operation of the business following the Business Combination. In considering the recommendations of the RONI Board to vote for the proposals, its shareholders should consider these interests.

The Initial Shareholders, including our Sponsor and RONI’s independent directors, hold a significant number of Ordinary Shares. They will lose their entire investment in RONI if an initial business combination is not completed.

The Initial Shareholders hold in the aggregate 8,625,000 Founder Shares, representing 20.0% of the total outstanding Ordinary Shares upon completion of the RONI IPO. The Founder Shares will be worthless if RONI does not complete an initial business combination by June 18, 2023. In addition, our Sponsor holds an aggregate of 10,900,000 private placement warrants that will also be worthless if RONI does not complete an initial business combination by the same date. As such, the personal and financial interests of RONI’s officers and directors may have influenced their motivation in identifying and selecting NET Power and entering into the Business Combination Agreement.

The exercise of RONI’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or whether such waivers of conditions are appropriate and in RONI’s shareholders’ best interests.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require RONI to agree to amend the Business Combination Agreement, to consent to certain actions taken by NET Power or to waive rights that RONI is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of NET Power’s business, a request by NET Power to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on NET Power’s business and that would entitle RONI to terminate the Business Combination Agreement. In any of such circumstances, it would be at RONI’s discretion, acting through its RONI Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for RONI and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, RONI does not believe there will be any changes or waivers that RONI’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, RONI will circulate a new or amended proxy statement/prospectus and will re-solicit RONI’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Subsequent to consummation of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, and such charges could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to NET Power has identified all material issues or risks associated with NET Power, its business or the industry in which it competes. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our recognizing losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or NET Power Inc. Accordingly, any shareholders of RONI who choose to remain NET Power Inc. stockholders following the Business Combination could suffer a reduction in the value of their shares and warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of NET Power Inc., almost all of whom we expect to be from NET Power, and some of whom may join NET Power Inc. following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of NET Power Inc.

Our ability to successfully effect the Business Combination and be successful thereafter will be dependent upon the efforts of our key personnel. We expect NET Power’s current management to remain in place. We cannot assure you that we will be successful in retaining such key personnel or in identifying and recruiting additional key individuals we determine may be necessary following the Business Combination.

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what NET Power Inc.’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, RONI being considered the accounting acquirer in the Business Combination, the debt obligations and the cash and cash equivalents of NET Power at the Closing and the number of public shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. Additionally, the final acquisition accounting adjustments could differ materially from the unaudited pro forma adjustments presented in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or to optimize the capital structure of NET Power Inc.

At the time of entering into the Business Combination Agreement, we did not know how many shareholders may exercise their redemption rights. RONI’s amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will RONI redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that RONI is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s

obligation to consummate the Business Combination under the Business Combination Agreement. In addition, the Business Combination Agreement provides that NET Power’s obligation to consummate the Business Combination is conditioned on the amount in the Trust Account (net of the amount of any RONI public shareholder redemptions) and the proceeds from the PIPE Financing and the Interim Company Financing and all cash on the consolidated balance sheet of RONI and its subsidiaries, minus transaction expenses (for RONI and for NET Power) equaling or exceeding $200,000,000 as of the closing of the Business Combination. As a result, RONI may be able to complete the Business Combination even though a substantial portion of its public shareholders have redeemed their shares, and that would have a significant impact on the public float of NET Power Inc.

Furthermore, all outstanding warrants will continue to be outstanding following the Business Combination notwithstanding the actual redemptions. An aggregate value of our outstanding public warrants of approximately $[    ] million (based on the closing price of the warrants of $[    ] on the NYSE as of [    ], 2023) may be retained by the redeeming shareholders assuming maximum redemptions. The potential for the issuance of a substantial number of shares of Class A Common Stock upon exercise of these warrants could make NET Power Inc. less attractive to investors. Any such issuance will increase the number of issued and outstanding shares of Class A Common Stock and reduce the value of the outstanding Class A Common Stock following the Business Combination. The outstanding warrants could have the effect of depressing the per share price of the Combined Company. See “What equity stake will current RONI shareholders and current equityholders of NET Power hold in NET Power Inc. immediately after the consummation of the Business Combination?” for a summary of the book value of Ordinary Shares following the Business Combination under various redemption scenarios.

Our Sponsor, as well as NET Power, our directors, executive officers, advisors and their affiliates, may elect to purchase public shares prior to the consummation of the Business Combination, and such purchase may influence the vote on the Business Combination and may reduce the public “float” of our Class A Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, NET Power and/or its directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or who indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its or their redemption rights. In the event that our Sponsor, NET Power and/or their directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter and (iii) otherwise limit the number of public shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

In addition, if such purchases are made, the public “float” of our Class A Shares or warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If third parties bring claims against RONI, the proceeds held in the Trust Account could be reduced, and the per share redemption amount received by shareholders may be less than $10.00 per share.

RONI’s placing of funds in the Trust Account may not protect those funds from third-party claims against RONI. RONI seeks to have all vendors, service providers (other than RONI’s independent auditors), prospective target businesses or other entities with which RONI does business execute agreements with RONI waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of RONI’s public shareholders. However, such parties may not execute such agreements, or, even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account. Such claims include, but are not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case to gain advantage with respect to a claim against RONI’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, RONI’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to RONI than any alternative.

Examples of possible instances where RONI may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular experienced knowledge or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with RONI and will not seek recourse against the Trust Account for any reason. Upon redemption of RONI’s public shares, if RONI is unable to complete the Business Combination within the prescribed time frame, or upon the exercise of a redemption right in connection with the Business Combination, RONI will be required to provide for payment of claims of creditors that were not waived that may be brought against RONI within the 10 years following redemption. Accordingly, the per share redemption amount received by RONI’s public shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to RONI if and to the extent any claims by a vendor for services rendered or products sold to RONI or a prospective target business with which RONI has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under RONI’s indemnification of the underwriters of the RONI IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. RONI has not independently verified whether our Sponsor has sufficient funds to satisfy its indemnification obligations and believes that our Sponsor’s only assets are securities of RONI. Our Sponsor may not have sufficient funds available to satisfy those obligations. RONI has not asked the Sponsor to reserve for such eventuality, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for a business combination and redemptions could be reduced to less than $10.00 per public share. In such event, RONI may not be able to complete the Business Combination, and RONI shareholders would receive such lesser amount per share in connection with any redemption of public shares.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and us to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and, if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years following our initial registration, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We expect to remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our Ordinary Shares held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, may require substantial financial and management resources and may increase the time and costs of completing the Business Combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies. NET Power is not a public reporting company required to comply with Section 404 of the Sarbanes-Oxley Act and NET Power Inc. management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to NET Power Inc. after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, and such inability may subject us to adverse regulatory consequences and could harm investor confidence and the market price of Class A Common Stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The price of NET Power Inc.’s Class A Common Stock and NET Power Inc. warrants may be volatile.

Upon consummation of the Business Combination, the price of Class A Common Stock and NET Power Inc. warrants may fluctuate due to a variety of factors, including:

•        changes in the industries in which NET Power Inc. and its customers operate;

•        variations in its operating performance and the performance of its competitors in general;

•        material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy;

•        actual or anticipated fluctuations in NET Power Inc.’s quarterly or annual operating results;

•        publication of research reports by securities analysts about NET Power Inc., its competitors or its industry;

•        the public’s reaction to NET Power Inc.’s press releases, its other public announcements and its filings with the SEC;

•        NET Power Inc.’s failure or the failure of its competitors to meet analysts’ projections or guidance that NET Power Inc. or its competitors may give to the market;

•        additions and departures of key personnel;

•        changes in laws and regulations affecting its business;

•        commencement of, or involvement in, litigation involving NET Power Inc.;

•        changes in NET Power Inc.’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of Class A Common Stock available for public sale; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.

These market and industry factors may materially reduce the market price of Class A Common Stock and NET Power Inc. warrants regardless of the operating performance of NET Power Inc.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Class A Common Stock to drop significantly, even if NET Power Inc.’s business is doing well.

Sales of a substantial number of shares of Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Class A Common Stock.

It is anticipated that, upon completion of the Business Combination, assuming no redemptions, (i) the Existing NET Power Holders will own, collectively, approximately [            ]% of the outstanding Common Stock, which includes (A) Class A Common Stock and (B) Opco Units (and an equivalent number of Class B Common Stock) that may be exchanged into Class A Common Stock, (ii) the RONI Initial Shareholders will own approximately [            ]% of the outstanding Common Stock and (iii) the purchasers in the PIPE Financing will own approximately [            ]% of the outstanding Common Stock, in each case, assuming that none of RONI’s outstanding public shares are redeemed in connection with the Business Combination. These percentages assume that [            ] shares of Common Stock are issued to the holders of shares of equity securities of NET Power at Closing.

Although the NET Power shareholders will be subject to certain restrictions regarding the transfer of Class A Common Stock, these shares may be sold after the expiration of the respective applicable lock-up under the Stockholders’ Agreement. We intend to file one or more registration statements prior to or shortly after the Closing of the Business Combination to provide for the resale of such shares from time to time. In addition, as restrictions on resale end and the registration statements are available for use, the market price of Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

RONI warrants will become exercisable for NET Power Inc. Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and would result in dilution to our stockholders.

If the Business Combination is completed, outstanding warrants to purchase an aggregate of 19,525,000 shares of NET Power Inc. Class A Common Stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. These warrants will become exercisable 30 days following the Closing of the Business Combination. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Class A Common Stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “— Even if the Business Combination is consummated, the public warrants may never be in the money, they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.”

Even if the Business Combination is consummated, the public warrants may never be in the money, they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.

Our warrants are issued in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants voting together as a single class to make any change that adversely affects the interests of the registered holders of warrants and, solely with respect to any amendment to the terms of the private placement warrants or working capital warrants or any provision of the warrant agreement with respect to the private placement warrants or working capital warrants, 50% of the then-outstanding private placement warrants or working capital warrants, as applicable, voting together as a single class. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants, voting together as a single class, approve of such amendment. Our ability to amend the terms of such warrants with the consent of at least 50% of the then-outstanding warrants includes, but is not limited to, amendments to increase the exercise price, to convert such warrants into cash or shares, to shorten the exercise period or to decrease the number of Ordinary Shares purchasable upon exercise of such warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date we send the notice of such redemption to the warrant holders. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of the Class A Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or if we are unable to effect such registration or qualification. We will use our commercially reasonable efforts to register or qualify such Ordinary Shares under the blue sky laws of the state of such residence in those states in which the warrants were offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price that, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of our Class A Shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. Historical trading prices for Ordinary Shares have exceeded the $10.00 per share threshold at which the public warrants would become redeemable. In such a case, the holders will be able to exercise their warrants prior to redemption for a number of Class A Shares determined based on the redemption date and the fair market value of our Class A Shares. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.3611 Class A Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the private placement warrants will be redeemable by us, subject to certain circumstances, so long as they are held by their initial purchasers or their permitted transferees.

Historical trading prices for Class A Shares have varied between a low of approximately $9.71 per share on August 13, 2021 to a high of approximately $10.40 per share on November 26, 2021, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). We have no obligation to notify holders of the warrants that they have become eligible for redemption. However, pursuant to the warrant agreement, in the event we decide to redeem the warrants, a notice of redemption shall be mailed by first class mail, postage prepaid, by RONI not less than 30 days prior to the date fixed for redemption to the registered holders of the warrants to be redeemed at their last addresses as they shall

appear on the warrant register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given. Redemption of the outstanding warrants could force a warrant holder (i) to exercise its warrants and pay the exercise price therefor at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price, when it might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of its warrants.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) we irrevocably submit to such jurisdiction, which will be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants will be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”) and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, and, therefore, the provision may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, and such costs could materially and adversely affect our business, financial condition and results of operations and could result in a diversion of the time and resources of our management and board of directors.

The NYSE may not list NET Power Inc.’s securities on its exchange, and that could limit investors’ ability to make transactions in NET Power Inc.’s securities and could subject NET Power Inc. to additional trading restrictions.

An active trading market for NET Power Inc.’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In connection with the Business Combination, in order to continue to maintain the listing of our securities on the NYSE, we will be required to demonstrate compliance with the NYSE’s listing requirements. We will apply to have NET Power Inc.’s securities listed on the NYSE upon consummation of the Business Combination. We cannot assure you that we will be able to meet all listing requirements. Even if NET Power Inc.’s securities are listed on the NYSE, NET Power Inc. may be unable to maintain the listing of its securities in the future.

If NET Power Inc. fails to meet the listing requirements and the NYSE does not list its securities on its exchange, neither NET Power nor RONI would be required to consummate the Business Combination. In the event that either party elected to waive this condition, and the Business Combination was consummated without NET Power Inc.’s securities being listed on the NYSE or on another national securities exchange, NET Power Inc. could face significant material adverse consequences, including:

•        a limited availability of market quotations for NET Power Inc.’s securities;

•        reduced liquidity for NET Power Inc.’s securities;

•        a determination that Class A Common Stock is a “penny stock,” which will require brokers trading in Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for NET Power Inc.’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or to obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If NET Power Inc.’s securities were not listed on the NYSE, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

We are subject to, and NET Power Inc. will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased RONI’s, and will increase NET Power Inc.’s, costs and the risk of non-compliance.

We are, and NET Power Inc. will be, subject to rules and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and subject to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and NET Power Inc.’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to NET Power Inc.’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect NET Power Inc.’s and Opco’s business and future profitability.

NET Power Inc. will have no material assets other than its interest in Opco, which will hold, directly or indirectly, all of our business. Opco generally will not be subject to U.S. federal income tax, but it may be subject to certain U.S. state and local and non-U.S. taxes. NET Power Inc. is a U.S. corporation that will be subject to U.S. corporate income tax on its allocable share of the income of Opco. Further, since our operations and customers are located throughout the United States, NET Power Inc. and Opco will be subject to various U.S. state and local taxes. U.S. federal, state, local and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to NET Power Inc. or Opco and may have an adverse effect on our business, cash flows and future profitability.

President Joe Biden has set forth several tax proposals that would, if enacted, make significant changes to U.S. tax laws. Such proposals include, but are not limited to, (i) an increase in the U.S. income tax rate applicable to corporations (such as NET Power Inc.) from 21% to 28%, (ii) an increase in the maximum U.S. federal income tax rate applicable to individuals and (iii) an increase in the U.S. federal income tax rate for long-term capital gain for certain taxpayers with income in excess of a threshold amount. Congress may consider and could include some or all of these proposals in connection with tax reform to be undertaken by the Biden administration. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect NET Power Inc.’s or Opco’s business, cash flows and future profitability. Further, in August 2022, the IRA was passed, which imposed, among other things, an excise tax on certain corporate stock buybacks by U.S. public corporations repurchasing such stock and a corporate alternative minimum tax on book income on certain large corporations. The effects of these rules and other provisions of the IRA on NET Power Inc. are uncertain until further regulations and guidance from the IRS and Treasury are released.

As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, may become significantly more complex or may become subject to greater risk of examination by taxing authorities, and any such events could adversely affect our after-tax profitability and financial results.

In the event that our operating business expands domestically or internationally, our effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in deferred tax assets and liabilities or changes in tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to, (i) changes in tax laws or the regulatory environment, (ii) changes in accounting and tax standards or practices, (iii) changes in the composition of operating income by tax jurisdiction and (iv) pre-tax operating results of our business.

Additionally, after the Business Combination, we may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (i) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (ii) changes in the valuation of deferred tax assets and liabilities, if any, (iii) the expected timing and amount of the release of any tax valuation allowances, (iv) the tax treatment of stock-based compensation, changes in the relative amount of earnings subject to tax in the various jurisdictions, (v) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (vi) changes to existing intercompany structure (and any costs related thereto) and business operations, (vii) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (viii) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the Internal Revenue Service (the “IRS”) and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and with respect to the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

NET Power Inc. will be a holding company and its only material asset after completion of the Business Combination will be its interest in Opco, and it is accordingly dependent upon distributions made by Opco and its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends (it being understood that we do not anticipate paying any cash dividends on the Class A Common Stock in the foreseeable future).

Upon completion of the Business Combination, NET Power Inc. will be a holding company with no material assets other than its ownership interest in Opco. As a result, NET Power Inc. will have no independent means of generating revenue or cash flow. NET Power Inc.’s ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends (if any such dividend were to be paid) will depend on the financial results and cash flows of Opco and its subsidiaries and on the distributions it receives from Opco. Deterioration in the financial condition, earnings or cash flow of Opco and its subsidiaries for any reason could limit or impair Opco’s ability to pay such distributions. Additionally, to the extent that NET Power Inc. needs funds and Opco and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Opco is otherwise unable to provide such funds, it could materially adversely affect NET Power Inc.’s liquidity and financial condition.

Opco will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Opco Units. Accordingly, NET Power Inc. will be required to pay income taxes on its allocable share of any net taxable income of Opco. Under the terms of the Opco LLC Agreement, Opco is obligated to make tax distributions to Opco Unitholders (including NET Power Inc.), calculated at certain assumed tax rates. In addition to income taxes, NET Power Inc. will also incur expenses related to its operations, including payment obligations

under the Tax Receivable Agreement, which could be significant, and some of which will be reimbursed by Opco (excluding payment obligations under the Tax Receivable Agreement). See the section entitled “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.” NET Power Inc. intends to cause Opco to make ordinary distributions on a pro rata basis and to make tax distributions to Opco Unitholders in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by NET Power Inc. However, as discussed below, Opco’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy the obligations of Opco and its subsidiaries and restrictions on distributions that would violate any applicable restrictions contained in Opco’s debt agreements or any applicable law or that would have the effect of rendering Opco insolvent. To the extent that NET Power Inc. is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and may therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

Additionally, although Opco generally will not be subject to any entity-level U.S. federal income tax, it may be liable under U.S. federal tax law for adjustments to its tax return, absent an election to the contrary. In the event Opco’s calculations of taxable income are incorrect, Opco and/or its members, including NET Power Inc., in later years may be subject to material liabilities pursuant to this U.S. federal tax law and its related guidance.

NET Power Inc. anticipates that the distributions it will receive from Opco may, in certain periods, exceed NET Power Inc.’s actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. The NET Power Inc. Board, in its sole discretion, may make any determination from time to time with respect to the use of any such excess cash so accumulated, which may, among other uses, be used to pay dividends on NET Power Inc.’s Class A Common Stock. NET Power Inc. will have no obligation to distribute such cash (or other available cash other than any declared dividend) to its stockholders. See the section entitled “The Business Combination Proposal — Related Agreements — Amended and Restated Limited Liability Company Agreement of Opco.”

Dividends on NET Power Inc.’s Common Stock, if any, will be paid at the discretion of the NET Power Inc. Board, which will consider, among other things, NET Power Inc.’s available cash, available borrowings and other funds legally available therefor, taking into account the retention of any amounts necessary to satisfy the obligations of NET Power Inc. that will not be reimbursed by Opco, including taxes and amounts payable under the Tax Receivable Agreement and any restrictions in then applicable bank financing agreements. Financing arrangements may include restrictive covenants that restrict NET Power Inc.’s ability to pay dividends or make other distributions to its stockholders. In addition, Opco is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Opco (with certain exceptions) exceed the fair value of its assets. Opco’s subsidiaries are generally subject to similar legal limitations on their ability to make distributions to Opco. If Opco does not have sufficient funds to make distributions, NET Power Inc.’s ability to declare and pay cash dividends may also be restricted or impaired.

The organizational structure of NET Power Inc. confers certain benefits upon the holders of shares of Class B Common Stock and Opco Units (which includes the Sponsor and the Existing NET Power Holders) that will not benefit the holders of shares of Class A Common Stock to the same extent.

As noted in the immediately above risk factor, upon completion of the Business Combination, NET Power Inc. will be a holding company with no material assets other than its ownership interest in Opco. Subject to the obligation of Opco to make tax distributions and to reimburse NET Power Inc. for corporate and other overhead expenses, NET Power Inc. will have the right to determine whether to cause Opco to make non-liquidating distributions, and the amount of any such distributions. If Opco makes distributions, the holders of Opco Units (who also hold Class B Common Stock) will be entitled to receive equivalent distributions from Opco on a pro rata basis. However, because NET Power Inc. must pay taxes, amounts NET Power Inc. may distribute as dividends to holders of Class A Common Stock are expected to be less on a per share basis than the amounts distributed by Opco to the holders of Opco Units on a per unit basis.

Pursuant to the Tax Receivable Agreement, NET Power Inc. will be required to pay to certain Opco Unitholders 75% of the tax savings that NET Power Inc. realizes as a result of increases in tax basis in Opco’s assets resulting from the future exchange of Opco Units for shares of Class A Common Stock (or cash) pursuant to the Opco LLC Agreement, as well as certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement, and those payments may be substantial.

Opco Unitholders may in the future exchange their Opco Units for shares of Class A Common Stock of NET Power Inc. (or cash) pursuant to the Opco LLC Agreement, subject to certain conditions and transfer restrictions as set forth therein. These exchanges are expected to result in increases in NET Power Inc.’s allocable share of the tax basis of the tangible and intangible assets of Opco, and such share may increase (for income tax purposes) depreciation and amortization deductions to which NET Power Inc. is entitled.

In connection with the Business Combination, NET Power Inc. will enter into the Tax Receivable Agreement, which generally provides for the payment by it of 75% of certain tax benefits, if any, that NET Power Inc. realizes (or in certain cases is deemed to realize) as a result of these increases in tax basis and for the payment of certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of NET Power Inc. and not of Opco. The actual increase in NET Power Inc.’s allocable share of Opco’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of NET Power Inc.’s income. While many of the factors that will determine the amount of payments that NET Power Inc. will make under the Tax Receivable Agreement are outside of its control, NET Power Inc. expects that the payments it will make under the Tax Receivable Agreement may be substantial and could have a material adverse effect on NET Power Inc.’s financial condition and liquidity. For the sake of illustration, if there were an exchange of all of the outstanding Opco Units (other than those held by NET Power Inc.) immediately after the Business Combination in exchange for Class A Common Stock, the estimated tax benefits to NET Power Inc. subject to the Tax Receivable Agreement would be approximately $339.8 million undiscounted, and the related undiscounted payment to the parties to the Tax Receivable Agreement equal to 75% of the benefit would be approximately $254.9 million. Alternatively, if the Tax Receivable Agreement were terminated immediately after the Business Combination in an early termination, the estimated lump-sum payment under the Tax Receivable Agreement would be approximately $63.2 million. The foregoing figures are based on certain assumptions, including, but not limited to, (i) a $10.00 per share trading price of Class A Common Stock, (ii) a 22.28% federal corporate income tax rate and certain estimated state and local income tax rates, (iii) no material changes in U.S. federal income tax law, that NET Power Inc. will have sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement, and, (iv) in the case of an early termination, a 20% discount rate as the weighted average cost of capital. Any payments made by NET Power Inc. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to NET Power Inc. and could have benefited the holders of its Class A Common Stock. To the extent that NET Power Inc. is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and would therefore accelerate payments due under the Tax Receivable Agreement, as further described below. Furthermore, NET Power Inc.’s future obligation to make payments under the Tax Receivable Agreement could make it a less attractive target for an acquisition. See the section entitled “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits NET Power Inc. realizes or may be accelerated.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions of NET Power Inc., and the IRS or another taxing authority may challenge, which a court may sustain, all or any part of the tax basis increases, as well as other tax positions that NET Power Inc. takes. In the event that any tax benefits initially claimed by NET Power Inc. are disallowed as a result of such a challenge, NET Power Inc. would not be reimbursed for any excess payments that may previously have been made under the Tax Receivable Agreement. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by NET Power Inc., if any, after the determination of such excess. A challenge to any tax benefits claimed by NET Power Inc. may not arise for a number of years following the time payments begin to be made in respect of such benefits or, even if challenged soon thereafter, such excess cash payment may be greater than the amount of future cash payments that

NET Power Inc. might otherwise be required to make under the terms of the Tax Receivable Agreement, possibly resulting in insufficient future cash payments against which to net such excess. As a result, in certain circumstances, NET Power Inc. could make payments under the Tax Receivable Agreement in excess of NET Power Inc.’s actual income or franchise tax savings, and such excess payment could materially impair NET Power Inc.’s financial condition.

Moreover, the Tax Receivable Agreement provides that, in the event that (i) NET Power Inc. exercises its early termination rights under the Tax Receivable Agreement, (ii) certain changes of control of NET Power Inc. occur (as described in the Tax Receivable Agreement), (iii) NET Power Inc., in certain circumstances, fails to make a payment required to be made pursuant to the Tax Receivable Agreement by its final payment date, which non-payment continues until 30 days following receipt by NET Power Inc. of written notice thereof or (iv) the Tax Receivable Agreement is rejected in a case commenced under bankruptcy laws (in which case no written notice of acceleration is required), NET Power Inc.’s obligations under the Tax Receivable Agreement will accelerate and NET Power Inc. will be required to make a lump-sum cash payment to the applicable parties to the Tax Receivable Agreement equal to the present deemed value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, and such lump-sum payment would be based on certain assumptions that may materially overstate such present value, including those relating to NET Power Inc.’s future taxable income. The lump-sum payment could be substantial and could materially exceed the actual tax benefits that NET Power Inc. realizes subsequent to such payment because such payment would be calculated assuming, among other things, that NET Power Inc. would have certain tax benefits available to it and that NET Power Inc. would be able to use the potential tax benefits in future years.

There may be a material negative effect on NET Power Inc.’s liquidity if the payments under the Tax Receivable Agreement exceed the actual income or franchise tax savings that NET Power Inc. realizes.

Furthermore, NET Power Inc.’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Risks Related to the Consummation of the Domestication

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “we,” “us” or “our” refers to RONI prior to the Business Combination and to NET Power Inc. and its subsidiaries following the Business Combination.

The Domestication may result in adverse tax consequences for public shareholders and holders of public warrants.

As discussed more fully under the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders” below, the Domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as RONI, this result is not free from doubt. In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of public shares will be subject to Section 367(b) of the Code and as a result:

•        a U.S. Holder of public shares whose public shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (directly, indirectly or constructively) less than 10% of the total combined voting power of all classes of public shares entitled to vote and less than 10% of the total value of all classes of public shares, will generally not recognize any gain or loss and will generally not be required to include any part of RONI’s earnings in income pursuant to the Domestication;

•        a U.S. Holder of public shares whose public shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (directly, indirectly or constructively) less than 10% of the total combined voting power of all classes of public shares entitled to vote and less than 10% of the total value of all classes of public shares, will generally recognize gain (but not loss) on the exchange of public shares for NET Power Inc. shares (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an

election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their public shares, provided certain other requirements are satisfied. RONI does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

•        a U.S. Holder of public shares who on the date of the Domestication owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of public shares entitled to vote or 10% or more of the total value of all classes of public shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its public shares. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. RONI does not expect to have significant cumulative earnings and profits on the date of the Domestication.

Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares or public warrants for the common stock or warrants of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company” (“PFIC”) rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code, and that section generally requires that a U.S. person who disposes of stock of a PFIC (including, for this purpose, exchanging public warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding public shares or public warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because RONI is a blank check company with no current active business, we believe that RONI may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of public shares or public warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of the Delaware corporation pursuant to the Domestication, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s public shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of RONI. It is not possible to determine at this time whether, in what form and with what effective date final Treasury Regulations under Section 1291(f) of the Code will be adopted.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s NET Power Inc. shares after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to public warrants, see “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders.”

We may have been a “PFIC,” and such status could result in adverse United States federal income tax consequences to U.S. investors.

Because RONI is a blank check company with no current active operating business, we believe that RONI may be classified as a “PFIC” for U.S. federal income tax purposes. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of public shares or public warrants who or that is a “U.S. Holder” (as defined in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders”), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Domestication. Our PFIC status for any taxable year will not be

determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, RONI will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to public warrants in all cases.

The PFIC rules are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC rules, including as a result of the Domestication, and including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Public Shareholders.”

Upon consummation of the Business Combination, the rights of holders of Class A Common Stock arising under the DGCL and under the Proposed Governing Documents will differ from and may be less favorable to the rights of holders of Class A Shares arising under Cayman Islands law and under our current memorandum and articles of association.

Upon consummation of the Business Combination, the rights of holders of Class A Common Stock will arise under the Proposed Governing Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in the Existing Governing Documents and Cayman Islands law, and, therefore, some rights of holders of Class A Common Stock will differ from the rights that holders of Class A Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that NET Power Inc. becomes involved in costly litigation, which could have a material adverse effect on NET Power Inc.

In addition, there are differences between the Proposed Governing Documents of NET Power Inc. and Existing Governing Documents of RONI. For a more detailed description of the rights of holders of Class A Common Stock and how they may differ from the rights of holders of Class A Shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of NET Power Inc. are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus, and we urge you to read them.

Delaware law and NET Power Inc.’s Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and that could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Governing Documents that will be in effect upon consummation of the Business Combination and the DGCL contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the NET Power Inc. Board and, therefore, could depress the trading price of NET Power Inc. Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the NET Power Inc. Board or who are taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Governing Documents, include provisions regarding:

•        the ability of the NET Power Inc. Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval because such ability could be used to significantly dilute the ownership of a hostile acquirer;

•        the limitation of the liability of and the indemnification of NET Power Inc.’s directors and officers;

•        a prohibition on stockholder action by written consent, thereby forcing stockholder action to be taken at an annual or special meeting of stockholders after such date and possibly delaying the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

•        the requirement that a special meeting of stockholders may be called only by the Chief Executive Officer, the Chairman of the NET Power Inc. Board or the NET Power Inc. Board, possibly delaying the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•        the ability of the NET Power Inc. Board to amend the bylaws, possibly allowing the NET Power Inc. Board to take additional actions to prevent an unsolicited takeover and to inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders must comply to nominate candidates to the NET Power Inc. Board or to propose matters to be acted upon at a stockholders’ meeting, possibly precluding stockholders from bringing matters before annual or special meetings of stockholders, delaying changes in the NET Power Inc. Board and discouraging or deterring a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or to otherwise attempt to obtain control of NET Power Inc.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the NET Power Inc. Board or in its management.

NET Power Inc.’s Proposed Bylaws will designate a state or federal court located within the State of Delaware as the sole and exclusive forum for substantially all disputes between NET Power Inc. and its stockholders, and such designation could limit NET Power Inc.’s stockholders’ ability to obtain a favorable judicial forum for disputes with NET Power Inc. or its directors, officers, stockholders, employees or agents.

The Proposed Bylaws, which will be in effect upon consummation of the Business Combination, provides that, unless NET Power Inc. consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of NET Power Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of NET Power Inc. to NET Power Inc. or to NET Power Inc.’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Proposed Certificate of Incorporation or Proposed Bylaws or (iv) any action asserting a claim against NET Power Inc. governed by the internal affairs doctrine, in each such case subject to (a) said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and (b) any action asserted to enforce any liability or duty created by the Securities Act by the Exchange Act or, in each case, by rules and regulations promulgated thereunder, for which there is exclusive federal or concurrent federal and state jurisdiction. Unless NET Power Inc. consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws of the United States.

This choice of forum provision in our Proposed Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with NET Power Inc. or with any of NET Power Inc.’s directors, officers or other employees, and such provision may discourage lawsuits with respect to such claims. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and investors cannot waive compliance with the federal securities laws and the rules and regulations proposed thereunder. If a court were to find the choice of forum provision contained in the Bylaws to be inapplicable or unenforceable in an action, NET Power Inc. may incur additional costs associated with resolving such action in other jurisdictions, and such costs could harm NET Power Inc.’s business, results of operations and financial condition.

Risks Related to the Redemption

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “we,” “us” or “our” refers to RONI prior to the Business Combination and to NET Power Inc. and its subsidiaries following the Business Combination.

Shareholders of RONI who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption, and such requirements may make it difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Class A Shares for a pro rata portion of the funds held in the Trust Account.

RONI public shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things, (i) submit a request in writing and (ii) tender their certificates to Continental or deliver their shares to Continental electronically through the Deposit/Withdrawal at Custodian (“DWAC”) system at least two business days prior to the extraordinary general meeting. To obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. Shareholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because RONI does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and, thus, will be unable to redeem their shares.

Shareholders electing to redeem their shares will a receive per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the completion of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to RONI to pay its taxes, divided by the number of then outstanding public shares. Please see the section entitled “Extraordinary General Meeting of RONI — Redemption Rights” for additional information on how to exercise your redemption rights.

If a public shareholder fails to receive notice of RONI’s offer to redeem its public shares in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

RONI will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite RONI’s compliance with these rules, if a public shareholder fails to receive RONI’s tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials, as applicable, that RONI will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with to validly redeem public shares. If a shareholder fails to comply with these procedures, its shares may not be redeemed.

RONI does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for RONI to complete a business combination with which a substantial majority of its shareholders do not agree.

RONI’s amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will RONI redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that RONI is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Business Combination under the Business Combination Agreement. In addition, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount in the Trust Account (net of the amount of any RONI public shareholder redemptions) and the proceeds from the private placement, equaling or exceeding $200,000,000 as of the closing of the Business Combination. As a result, RONI may be able to complete the Business Combination even though a substantial portion of its public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor or to RONI’s officers, directors, advisors or their affiliates.

If the aggregate cash consideration RONI would be required to pay for all Class A Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to RONI, RONI will not complete the Business Combination or to redeem any shares, all Class A Shares submitted for redemption will be returned to the holders thereof and RONI instead may search for an alternate business combination.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Class A Shares issued in the RONI IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Class A Shares issued in the RONI IPO.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A Shares included in the units sold in the RONI IPO without the prior consent of RONI. Any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to RONI in connection with any redemption election in order to validly elect to redeem such Class A Shares. To determine whether a shareholder is acting in concert or as a group with another shareholder, RONI will require each public shareholder seeking to exercise redemption rights to certify to RONI whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to share ownership available to RONI at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which RONI makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over RONI’s ability to consummate the Business Combination and you could suffer a material loss on your investment in RONI if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if RONI consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the RONI IPO and, to dispose of such excess shares, you would be required to sell your Class A Shares in open market transactions, potentially at a loss. There is no assurance that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Class A Shares will exceed the per share redemption price. Notwithstanding the foregoing, shareholders may challenge RONI’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

RONI’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

We cannot be certain as to the number of public shares that will be redeemed and as to the potential impact to RONI shareholders who do not elect to redeem their public shares. There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a RONI shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination and including redemptions of public shares, may cause an increase or decrease in the share price and may result in a lower value realized now than a shareholder of RONI might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation. On [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the closing price per public share on the NYSE was $[            ]. Public shareholders should be aware that, while we are unable to predict the price per share of Class A Common Stock

following the consummation of the Business Combination — and accordingly we are unable to predict the potential impact of redemptions on the per share value of public shares owned by non-redeeming shareholders — increased levels of redemptions by public shareholders may be a result of the price per share of Class A Common Stock falling below the redemption price. We expect that more public shareholders may elect to redeem their public shares if the share price of the Class A Common Stock is below the projected redemption price of $10.14 per share, and we expect that more public shareholders may elect not to redeem their public shares if the share price of the Class A Common Stock is above the projected redemption price of $10.14 per share. Each public share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to NET Power from the Trust Account and (ii) a corresponding increase in each public shareholder’s pro rata ownership interest in NET Power following the consummation of the Business Combination. Based on an estimated per share redemption price of approximately $10.14 per share that was calculated based on $[            ] in the Trust Account, a hypothetical 1% increase or decrease in the number of public shares redeemed would result in a decrease or increase, respectively, of $[            ] of cash available in the Trust Account. In addition, if a stockholder does not redeem its shares, but if other public shareholders do elect to redeem, the non-redeeming shareholders would own shares with a lower book value per value, which would decrease from $[            ] per share (assuming no redemptions), to $[            ] per share (assuming illustrative redemption scenario) and would increase to $[            ] per share (assuming maximum redemption scenario) on a pro forma basis as of [            ]. In addition, the net loss per share for non-redeeming shareholders would increase from $[            ] per share (assuming no redemptions) to $[            ] per share (assuming illustrative redemption scenario) to $[            ] per share (assuming maximum redemptions) on a pro forma basis for the year ended December 31, 2022.

Finally, if a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that 100% or 34,502,500 Class A Shares held by our public shareholders were redeemed, the 8,625,000 retained outstanding public warrants would have had an aggregate value of $[            ] on [            ]. If a substantial number of, but not all, public shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and to the extent that additional Class A Common Stock is issued.

Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as NET Power may be more volatile than other securities and may involve special risks.

Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies like NET Power. In recent months, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. Such downward pressures may result in high redemptions by our shareholders. If there are substantial redemptions, there will be a lower float of Class A Common Stock outstanding after the Business Combination, and such lower float may cause further volatility in the price of our securities after the Business Combination and may adversely impact our ability to secure financing following the closing of the Business Combination.

Securities of many companies formed through a merger or through other business combinations with a SPAC such as ours have experienced a material decline in price relative to the share price of the SPAC prior to the Business Combination and may continue to experience high price volatility.

As with most SPAC initial public offerings in recent years, RONI issued shares for $10.00 per share upon the closing of the RONI IPO. As with other SPACs, the $10.00 per share price reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account equal to approximately $10.00 per share in connection with the closing of the Business Combination. Following the closing of the Business Combination, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of NET Power Inc. Like the securities of other companies formed through SPAC mergers in recent years, such share price may be significantly less than $10.00.

EXTRAORDINARY GENERAL MEETING OF RONI

General

This proxy statement/prospectus is being provided to RONI shareholders as part of a solicitation of proxies by the RONI Board for use at the extraordinary general meeting of RONI shareholders to be held on [            ], 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the extraordinary general meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement/prospectus is being first mailed on or about [            ], 2023 to all shareholders of record of RONI as of [            ], 2023, the record date for the extraordinary general meeting. Shareholders of record who owned Ordinary Shares at the close of business on the record date are entitled to receive notice of, attend and vote at the extraordinary general meeting. On the record date, there were [            ] Ordinary Shares outstanding.

Date, Time and Place

The extraordinary general meeting will take place on [            ], 2023 at [            ], Eastern Time. To attend and participate in the extraordinary general meeting, you will need to physically attend the premises at 609 Main Street, Houston, Texas 77002. If you are a beneficial owner of shares held in street name and wish to attend the extraordinary general meeting, you will need to follow the instructions on your voting instruction form provided by your bank, broker or other organization that holds your shares.

Purpose of the RONI Extraordinary General Meeting

At the extraordinary general meeting, RONI shareholders will vote on the following proposals:

1.      Business Combination Proposal — To approve as an ordinary resolution and to adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby (the “Business Combination Proposal”);

2.      Domestication Proposal — To approve as a special resolution, that RONI be de-registered in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware pursuant to Part XII and, conditional upon, and with effect from, the registration of RONI as a corporation in the State of Delaware, the name of RONI be changed from “Rice Acquisition Corp. II” to “NET Power Inc.” (the “Domestication Proposal”); and

3.      Charter Proposal — To approve as a special resolution that, upon the Domestication, the Existing Governing Documents be amended and restated by the Proposed Certificate of Incorporation and the Proposed Bylaws of “NET Power Inc.” (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication in accordance with Section 388 of the DGCL), including authorization of the change in authorized share capital as indicated therein and the change of name of “Rice Acquisition Corp. II” to “NET Power Inc.” in connection with the Business Combination (“Charter Proposal”).

To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Existing Governing Documents, to approve the following material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation and the Proposed Bylaws of NET Power Inc. (such proposals, collectively, the “Governing Documents Proposals”):

4.      Governing Documents Proposal A — As an ordinary resolution, to change the authorized share capital of RONI from (i) 300,000,000 Class A Shares, (ii) 30,000,000 Class B Shares, and (iii) 1,000,000 preference shares, par value $0.0001, to (a) [            ] shares of Class A Common Stock, (b) [            ] shares of Class B Common Stock, and (c) [            ] shares of Preferred Stock;

5.      Governing Documents Proposal B — To approve as an ordinary resolution, the authorization to the NET Power Inc. Board to issue any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the NET Power Inc. Board and as may be permitted by the DGCL;

6.      Governing Documents Proposal C — To approve as an ordinary resolution, the provision that certain provisions of the Proposed Certificate of Incorporation are subject to the Stockholders’ Agreement;

7.      Governing Documents Proposal D — To approve as an ordinary resolution, the provision that removes the ability of NET Power Inc. stockholders to take action by written consent in lieu of a meeting;

8.      Governing Documents Proposal E — To approve as an ordinary resolution, the provision that any director or the entire NET Power Inc. Board may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of NET Power Inc. entitled to vote generally for the election of directors;

9.      Governing Documents Proposal F — To approve as an ordinary resolution the changes to the Existing Governing Documents and authorize all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “Rice Acquisition Corp. II” to “NET Power Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making NET Power Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws, as amended, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination;

10.    The Director Election Proposal — To approve as an ordinary resolution, the election, effective immediately in connection with the consummation of the Business Combination, of three directors to serve until the 2024 annual meeting of stockholders, three directors to serve until the 2025 annual meeting of stockholders and three directors to serve until the 2026 annual meeting of stockholders, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal;

11.    The NYSE Proposal — To approve as an ordinary resolution, assuming the Business Combination Proposal and the Governing Documents Proposals are approved and adopted, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of more than 20% of Class A Common Stock in connection with the PIPE Financing;

12.    The Incentive Plan Proposal — To approve as an ordinary resolution the Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved; and

13.    The Adjournment Proposal — To approve as an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to RONI shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from RONI shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if RONI shareholders elected to redeem an amount of the public shares such that the Minimum Available Cash Condition would not be satisfied, at the extraordinary general meeting.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, the NYSE Proposal and the Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis.

Recommendation of the RONI Board

The RONI Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of RONI and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” the Director Election Proposal, “FOR” each of the Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of RONI’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RONI and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RONI’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

Voting Power; Record Date

As a shareholder of RONI, you have a right to vote on certain matters affecting RONI. The proposals that will be presented at the extraordinary general meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the extraordinary general meeting if you owned Ordinary Shares at the close of business on [            ], 2023, which is the record date for the extraordinary general meeting. You are entitled to one vote for each RONI ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [            ] Ordinary Shares outstanding, of which [            ] are public shares and [            ] are Founder Shares held by the RONI Initial Shareholders.

Vote of the RONI Initial Shareholders and RONI’s Other Directors and Officers

Prior to the RONI IPO, RONI entered into agreements with the RONI Initial Shareholders and the other current directors and officers of RONI, pursuant to which each agreed to vote any Ordinary Shares owned by them in favor of an initial business combination. These agreements apply to the RONI Initial Shareholders, including our Sponsor, as it relates to the Founder Shares and the requirement to vote all of the Founder Shares in favor of the Business Combination. As of the record date, the RONI Initial Shareholders and the other current directors and officers own [            ] Ordinary Shares, including Founder Shares, representing 20% of the            Ordinary Shares then outstanding and entitled to vote at the extraordinary general meeting.

The RONI Initial Shareholders and the other current directors and officers of RONI have waived any redemption rights, including with respect to Class A Shares purchased in the RONI IPO or in the aftermarket, in connection with Business Combination. The Founder Shares held by the RONI Initial Shareholders have no redemption rights upon the liquidation of RONI and will be worthless if no business combination is effected by RONI by June 18, 2023. However, the RONI Initial Shareholders, officers and directors are entitled to redemption rights upon the liquidation of RONI with respect to any Class A Shares they may own.

Quorum

A quorum of RONI shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if holders of one-third of the issued and outstanding Ordinary Shares entitled to vote as of the record date at the extraordinary general meeting are present or represented by proxy. As of the record date for the extraordinary general meeting, [            ] Ordinary Shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to RONI but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing

a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, including the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the NYSE Proposal and the Equity Incentive Plan Proposal.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

The approval of the Domestication Proposal requires a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon the extraordinary general meeting.

The approval of the Charter Proposal requires a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon the extraordinary general meeting.

The approval of the Director Election Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

The approval of the NYSE Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

The approval of the Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting.

The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis.

Voting Your Shares — Shareholders of Record

If you are a RONI shareholder of record, you may vote by mail or at the extraordinary general meeting. Each RONI ordinary share that you own in your name entitles you to one vote on each of the proposals for the extraordinary general meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.

There are three ways to vote:

•        By mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the extraordinary general meeting so that your shares will be voted if you are unable to attend in person. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you sign

and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the RONI Board. The RONI Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” the Governing Documents Proposal, “FOR” the Direction Election Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [            ], Eastern Time, on [            ], 2023.

•        At the extraordinary general meeting.    You may vote during the extraordinary general meeting by following the instructions provided at the extraordinary general meeting.

•        Online prior to the extraordinary general meeting.    You may vote online in advance of the extraordinary general meeting by following the procedures and instructions described on the proxy card.

Voting Your Shares — Beneficial Owners

If your shares are held in an account at a broker, bank, broker-dealer, custodian or other similar organization, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered the shareholder of record for purposes of voting during the extraordinary general meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account, but you must follow the instructions that organization has provided to you in order to vote or attend the extraordinary general meeting. Those instructions are contained in a “vote instruction form” provided to you by such organization.

If you are a beneficial owner, there are three ways to vote:

•        By mail.    You may vote by filling out the vote instruction form and sending it back in the envelope provided by your broker, bank, broker-dealer, custodian or other similar organization that holds your shares.

•        At the extraordinary general meeting.    If you are a beneficial owner, you will need to follow the instructions on the voting instruction form provided by your bank, broker or other organization that holds your shares.

•        Telephone or online prior to the extraordinary general meeting.    You may vote by submitting your vote by telephone or online if those options are made available to you by your broker, bank, broker-dealer, custodian or other similar organization in accordance with the instructions on the voting instruction form provided to you. Although many banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.

Revoking Your Proxy

A shareholder may revoke his, her or its proxy at any time before it is exercised by sending a later-dated, signed proxy card so that it is received by prior to the vote at the extraordinary general meeting or attending the extraordinary general meeting and voting. Attending the extraordinary general meeting will not automatically revoke your proxy unless you vote again during the extraordinary general meeting. You may revoke your proxy before it is voted by (i) submitting a new proxy with a later date, including a proxy given via the Internet or by telephone or (ii) voting during the extraordinary general meeting.

Please note, however, that if your shares are held of record by a broker, bank, broker-dealer, custodian or other similar organization, you must instruct your broker, bank, broker-dealer, custodian or other similar organization that you wish to change your vote by following the procedures on the voting instruction form provided to you by such representative.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call [            ], RONI’s proxy solicitor, at [            ] (toll free), or for banks and brokerage firms, please call collect at [            ].

Redemption Rights

Pursuant to RONI’s amended and restated memorandum and articles of association, any holders of Class A Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds a portion of the proceeds of the RONI IPO and the sale of the private placement warrants (calculated as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $350 million as of December 31, 2022, the estimated per share redemption price would have been approximately $10.14.

To exercise your redemption rights you must:

•        if you hold public units, you must deliver the certificate for such public units to Continental, with written instructions to separate such public units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the public units;

•        prior to 5:00 p.m., Eastern Time, on [            ], 2023 (two business days before the extraordinary general meeting), tender your shares physically or electronically and submit a request in writing that RONI redeem your public shares for cash to Continental, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: Mzimkind@continentalstock.com

and;

•        deliver your public shares either physically or electronically through DTC’s DWAC system to Continental at least two business days before the extraordinary general meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from Continental. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to Continental prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the extraordinary general meeting, or to deliver their shares to Continental electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the extraordinary general meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the Units. While this is

typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of Class A Shares by RONI’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $350 million as of December 31, 2022. The Business Combination Agreement provides that NET Power’s obligation to consummate the Business Combination is conditioned on the Available Cash equaling no less than $200 million after deducting any amounts paid to RONI shareholders that exercise their redemption rights in connection with the Business Combination. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of holders of public shares, this condition is not met or is not waived, then NET Power may elect not to consummate the Business Combination. In addition, in no event will RONI redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in RONI’s amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement.

Prior to exercising redemption rights, RONI shareholders should verify the market price of the Class A Shares, as shareholders may receive higher proceeds from the sale of their Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Class A Shares when you wish to sell your shares.

If you exercise your redemption rights, your Class A Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will no longer own those shares and you will not receive any Common Stock in the Business Combination. You will have no right to participate in, or have any interest in, the future growth of RONI, if any. You will be entitled to receive cash for your Class A Shares only if you properly and timely demand redemption.

Pursuant to the amended and restated memorandum and articles of association, if the Business Combination is not approved and RONI does not consummate an initial business combination by June 18, 2023, RONI will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of RONI’s warrants will expire worthless.

Appraisal Rights

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation Costs

RONI is soliciting proxies on behalf of the RONI Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. RONI has engaged [            ] to assist in the solicitation of proxies for the extraordinary general meeting. RONI and its directors, officers and employees may also solicit proxies in person. RONI will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

RONI will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. RONI will pay [            ] a fee of $[            ], plus disbursements, reimburse [            ] for its reasonable out-of-pocket expenses and indemnify [            ] and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as RONI’s proxy solicitor. RONI will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy materials to RONI shareholders. Directors, officers and employees of RONI who solicit proxies will not be paid any additional compensation for soliciting.

RONI Initial Shareholders’ Agreements

As of the date of this proxy statement/prospectus, there are 43,127,500 Ordinary Shares issued and outstanding, which includes an aggregate of 8,627,500 Founder Shares held by the initial shareholders, including Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 19,525,000 warrants, comprised of 10,900,000 private placement warrants held by Sponsor and the 8,625,000 public warrants.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our initial shareholders, NET Power and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, NET Power and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal are approved by an ordinary resolution, being a resolution passed by a simple majority of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting, (ii) the Domestication Proposal and the Charter Proposal are approved by a special resolution, being a resolution that is passed by at least two-thirds of the votes cast by those shareholders of RONI who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the extraordinary general meeting, (iii) otherwise limit the number of public shares electing to redeem and (iv) NET Power Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

Entering into any such arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

THE BUSINESS COMBINATION PROPOSAL

Overview

We are asking our shareholders to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination). RONI shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby. Please see “— The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a shareholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Business Combination Agreement

This subsection of the proxy statement describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A hereto and which is incorporated by reference herein. You are urged to read the Business Combination Agreement in its entirety because the Business Combination Agreement is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules for the Business Combination Agreement, which we refer to as the “Schedules,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Except as otherwise disclosed herein, we do not believe that the Schedules contain information that is material to an investment decision.

General Description

On December 13, 2022, RONI entered into a Business Combination Agreement, by and among RONI, RONI Opco, the Buyer, Merger Sub and NET Power. Pursuant to the Business Combination Agreement, among other things:

(i)     RONI will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which, (a) RONI will change its name to “NET Power Inc.,” (b) each then issued and outstanding Class A ordinary share of a par value $0.0001 each in the capital of RONI will convert automatically, on a one-for-one basis, to a share of Class A Common Stock, (c) each then issued and outstanding Class B ordinary share of a par value $0.0001 each in the capital of RONI will convert automatically, on a one-for-one basis, to a share of Class B Common Stock, and (d) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of RONI at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Class A Common Stock;

(ii)    Following RONI’s domestication, RONI Opco will change its jurisdiction of formation by deregistering as a Cayman Islands limited liability company and continuing and domesticating as a limited liability company formed under the laws of the State of Delaware (together with RONI’s domestication, the

“Domestications”), upon which, (a) RONI Opco will change its name to “NET Power Operations LLC”, (b) each then issued and outstanding Class A Unit of RONI Opco will convert automatically, on a one-for-one basis, to a Class A Unit of RONI Opco as issued and outstanding pursuant to the terms of the Opco LLC Agreement, and (c) each then issued and outstanding Class B Unit of RONI Opco will convert automatically, on a one-for-one basis, to either (i) a Class A Unit of RONI Opco as issued and outstanding pursuant to the Opco LLC Agreement or (ii) a Class B Unit of RONI Opco as issued and outstanding pursuant to the terms of the Opco LLC Agreement; and

(iii)   Following the Domestications, Merger Sub will merge with and into NET Power, with NET Power surviving the merger as a direct, wholly-owned subsidiary of the Buyer, on the terms and subject to the conditions of the certificate of merger, pursuant to which (a) all of the equity interests of NET Power that are issued and outstanding immediately prior to the Business Combination will, in connection with the Business Combination, be canceled, cease to exist and be converted into the right to receive an aggregate of 135,898,570 Class A Units of RONI Opco and an equivalent number of shares of Class B Common Stock (one share of Class B Common Stock together with one Class A Unit or Class B Unit of RONI Opco, a “RONI Interest”), subject to adjustment for (i) NET Power shares issued pursuant to the Amended and Restated JDA between the execution of such agreement and the Closing Date and thereafter and (ii) cash funding raised by NET Power following entry into the Business Combination Agreement and retained on its books as of the Closing Date, as allocated pursuant to the Business Combination Agreement, and (b) any equity interests of NET Power that are held in the treasury of NET Power or owned by any subsidiary of NET Power immediately prior to the Business Combination will be canceled and cease to exist.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of NET Power are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “Material Adverse Effect” as used in the Business Combination Agreement means any change, effect, event, circumstance, occurrence, state of facts or development that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect upon (a) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of the Group Companies, taken as a whole, to perform their respective obligations and to consummate the transactions contemplated hereby and by the Ancillary Agreements (as defined in the Business Combination Agreement); provided, however, that, with respect to the foregoing clause (a), none of the following will constitute a Material Adverse Effect, or will be considered in determining whether a Material Adverse Effect has occurred: (i) changes that are generally applicable to the industries or markets in which the Group Companies operate; (ii) changes in law or generally accepted accounting principles (“GAAP”) or the interpretation thereof, in each case effected after the Execution Date (as defined in the Business Combination Agreement); (iii) any failure of any of the Group Companies to achieve any projected periodic revenue or earnings projection, forecast or budget prior to the closing (it being understood that the underlying event, circumstance or state of facts giving rise to such failure may be taken into account in determining whether a Material Adverse Effect has occurred, but only to the extent otherwise permitted to be taken into account); (iv) changes that are the result of economic factors affecting the national, regional or world economy or financial markets or securities markets; (v) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster or act of God, including the COVID-19 pandemic; (vi) any national or international political conditions in any jurisdiction in which the Group Companies conduct business; (vii) the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions or diplomatic or consular offices or upon any United States military installation, equipment or personnel; (viii) any consequences arising from any action: (A) taken by a party to the Business Combination Agreement and that is expressly required by the Business Combination Agreement (other than the Group Companies’ compliance with Section 5.1(a) of the Business Combination Agreement (relating to the Group Companies’ obligation to conduct their business in the ordinary course of business and use commercially reasonable efforts to preserve relationships with material customers, suppliers, distributions and other parties with whom the Group Companies have a material business relationship through the period between signing and closing)) or (B) taken by any Group Company at the express direction of any Buyer Party or any affiliate thereof (ix) epidemics, pandemics, disease outbreaks (including COVID-19), or public health emergencies (as

declared by the World Health Organization or the Health and Human Services Secretary of the United States) or any law or guideline issued by a governmental entity, the Centers for Disease Control and Prevention or the World Health Organization or industry group providing for business closures, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19), or (x) effects, events, changes, occurrences or circumstances resulting from the announcement or the existence of, the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement or the identity of the Buyer or its affiliates; provided, however, that any event, circumstance or state of facts resulting from a matter described in any of the foregoing clauses (i), (ii), (iv) (iv), (v), (vi), and (vii) may be taken into account in determining whether a Material Adverse Effect has occurred to the extent such event, circumstance or state of facts has a material and disproportionate effect on the Group Companies, taken as a whole, relative to other comparable entities operating in the industries or markets in which the Group Companies operate.

Closing and Effective Time of the Business Combination

The closing of the Business Combination is expected to take place at 9:00 a.m., Eastern Time, on the fourth business day after the conditions described below under the subsection “Conditions to Closing of the Merger” have been satisfied, or, if permissible, waived by the party entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), or at such other time, date and location as may be mutually agreed upon in writing by the parties to the Business Combination Agreement.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of the parties to the Business Combination Agreement to consummate and effect the transactions contemplated by the Business Combination Agreement are subject to the satisfaction, at or prior to the closing of the Business Combination, of each of the following conditions:

•        each waiting period applicable to the transactions contemplated by the Business Combination Agreement under HSR (including any extensions) must have expired, been terminated or obtained (the statutory HSR waiting period expired on February 6, 2023 at 11:59 p.m., Eastern Time);

•        there must not be in effect any law prohibiting the consummation of the Business Combination or governmental order preventing the consummation of the Business Combination;

•        the required vote of the RONI shareholders and the Company Written Consent (as defined in the Business Combination Agreement) to approve the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Domestication Proposal and the Director Election Proposal must have been duly obtained in accordance with the Cayman Companies Act, the Existing Governing Documents and the rules and regulations of NYSE;

•        after giving effect to the Business Combination Agreement, RONI must have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) immediately after the closing; and

•        the shares of Common Stock to be issued in connection with the closing of the Business Combination must have been approved for listing upon the closing of the Business Combination on the NYSE, subject to official notice of the issuance thereof.

Conditions to NET Power’s Obligations

The obligations of NET Power to consummate and effect the Business Combination are subject to the satisfaction, at or prior to the closing of the Business Combination, of each of the following conditions, any of which may be waived, in writing, exclusively by NET Power:

•        immediately prior to the closing, the sum of (i) the aggregate cash proceeds available for release to any Buyer Parties (as defined in the Business Combination Agreement) from the trust account established by RONI pursuant to the Trust Agreement in connection with the Business Combination (after giving

effect to the RONI Share Redemption, as defined in the Business Combination Agreement); plus (ii) the total amount received or to be received at closing by RONI in respect of the PIPE Financing (including any portion provided in the form of Interim Company Financing); minus (iii) the transaction expenses (for RONI and for NET Power); plus (iv) the Permitted Equity Financing Proceeds except to the extent received (or to be received at closing) from any company unitholder(s) or their affiliates, plus (v) all cash on the consolidated balance sheet of RONI and its subsidiaries, must be greater than or equal to $200,000,000);

•        the representations and warranties of the Buyer set forth in Article IV of the Business Combination Agreement (other than the Buyer Fundamental Representations, as defined in the Business Combination Agreement), in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, shall be true and correct as of the closing date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct when taken as a whole, would have a material adverse effect on the Buyer;

•        the Buyer Fundamental Representations (as defined in the Business Combination Agreement) (other than the representations and warranties set forth in Section 4.3(a) and Section 4.10 of the Business Combination Agreement, which relate to the capitalization of Buyer and RONI, respectively), in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, shall be true and correct in all material respects as of the closing date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all material respects as of such date) other than, in each case, de minimis inaccuracies;

•        the Buyer Fundamental Representations set forth in Section 4.3(a) and Section 4.10 of the Business Combination Agreement, in each case, shall be true and correct in all respects as of the closing date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than, in each case, de minimis inaccuracies;

•        the covenants and agreements of the Buyer Parties (as defined in the Business Combination Agreement) to be performed or complied with on or before the closing in accordance with the Business Combination Agreement shall have been performed in all material respects;

•        the Buyer must have delivered to NET Power a certificate executed by an executive officer of the Buyer and dated as of the closing date, confirming that the conditions set forth in the four immediately preceding bullet points have been satisfied;

•        the Buyer must have delivered to NET Power all deliverables required under Section 2.5 of the Business Combination Agreement; and

•        the redemptions of RONI Class A Shares upon exercise of redemption rights shall have been completed in accordance with the Existing Governing Documents and that certain Investment Management Trust Agreement, dated of June 15, 2021, by and between RONI and Continental (as defined in the Investment Management Trust Agreement) (the “Trust Agreement”).

Conditions to the Buyer’s Obligations

The obligations of the Buyer Parties (as defined in the Business Combination Agreement) to consummate the Business Combination are subject to the satisfaction or written waiver, at or prior to the closing of the Business Combination, of each of the following conditions:

•        the representations and warranties of NET Power and the NET Power Subsidiaries (collectively, the “NET Power Group Companies”) (other than certain fundamental representations) shall be true and correct in all respects (without giving effect to materiality or material adverse effect qualifiers

contained therein, other than provided by the Business Combination Agreement), on and as of the closing date as though made on and as of the closing date (except to the extent that any such representation and warranty relates to a specific date, in which case such representation and warranty must be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct, when taken as a whole, would not have a material adverse effect;

•        the NET Power Group Companies’ fundamental representations (relating to organization, authority, enforceability, non-contravention, and brokerage) (other than the representations and warranties set forth in Section 3.3(a) of the Business Combination Agreement, which relates to NET Power capitalization), shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to materiality or material adverse effect qualifiers contained therein, which representations and warranties as so qualified shall be true and correct in all respects) as of the closing date as though made on and as of the closing date (except to the extent that any such representation and warranty relates to a specific date, in which case such representation and warranty must be true and correct as of such date (except for such representations and warranties that are qualified by their terms by any limitation as to materiality or Material Adverse Effect qualifiers contained therein, which representations and warranties as so qualified shall be true and correct in all respects) as of such date);

•        the NET Power Group Companies’ fundamental representations set forth in Section 3.3(a) shall be true and correct in all respects as of the closing date as though made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than de minimis inaccuracies;

•        NET Power must have performed or complied with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by each, respectively, at or prior to the closing date, in each case in all material respects;

•        NET Power must have delivered to the Buyer a certificate executed by an executive officer of NET Power and dated as of the closing date, confirming that the conditions set forth in the four immediately preceding bullet points have been satisfied; and

•        NET Power must have delivered to the Buyer the various certificates, instruments and other documents as required under Section 2.4 of the Business Combination Agreement.

Representations and Warranties

Under the Business Combination Agreement, NET Power made customary representations and warranties about it and its subsidiaries relating to: organization; authority; enforceability; non-contravention; capitalization; financial statements; no undisclosed liabilities; no material adverse effect; absence of certain developments; real property; tax matters; contracts; intellectual property; information supplied for this proxy statement; litigation; brokerage; labor matters; employee benefit plans; insurance; compliance with laws; permits; environmental matters; regulatory status; title to and sufficiency of assets; affiliate transactions; trade & anti-corruption compliance; data protection; information technology and disclaimer of other warranties.

Under the Business Combination Agreement the Buyer Parties (as defined in the Business Combination Agreement) customary representations and warranties relating to: organization; authority; enforceability; non-contravention; capitalization; litigation; brokerage; business activities; compliance with laws; organization, tax matters; information supplied for this proxy statement; the Trust Account; RONI’s SEC documents, financial statements and controls; stock exchange listing obligations; investment company and emerging growth company matters; inspections; PIPE Financing matters; related person transactions and disclaimer of no other representations and warranties.

Covenants of the Parties

Covenants of NET Power

NET Power made certain covenants under the Business Combination Agreement, including, among others, the covenants set forth below.

Subject to certain exceptions and other than as expressly contemplated by the Business Combination Agreement or the Ancillary Agreements (as defined in the Business Combination Agreement), as set forth on the Schedules, as consented to by the Buyer or as required by applicable law, NET Power will, and will cause the NET Power Subsidiaries to, operate in the ordinary course of business, and use commercially reasonable efforts to preserve their relationships with material customers, suppliers, distributors and others with whom NET Power or the NET Power Subsidiaries has a material business relationship.

Subject to certain exceptions and other than as set forth on the Schedules or as consented to by the Buyer (such consent not to be unreasonably withheld, conditioned or delayed) or expressly contemplated by the Business Combination Agreement or the Ancillary Agreements or required by applicable law, prior to the effective time of the Business Combination, NET Power will not and will cause the NET Power Subsidiaries not to:

•        amend or otherwise modify the organizational documents of any of NET Power’s or the NET Power Subsidiaries’ (including by merger, consolidation or otherwise), other than any amendment or modification required to ensure any variation between the book value and adjusted tax basis of NET Power assets for federal income tax purposes attributable to the Transaction shall be accounted for in accordance with Code Section 704(c) utilizing the traditional method set forth in Treasury Regulations Section 1.704-3(b);

•        make a material change in any method of financial accounting or accounting practice of NET Power or the NET Power Subsidiaries, except as required by GAAP, applicable law or any governmental entity with competent jurisdiction;

•        make, change or revoke any material tax election (other than PTET Election), enter into any agreement, settlement or compromise with any tax authority relating to any material tax matter, abandon or fail to diligently conduct any material audit, examination or other proceeding in respect of a material tax or material tax return, make any request for a private letter ruling, administrative relief, technical advice, change of any method of accounting or other similar request with a taxing authority, file any amendment of any material tax return, fail to timely file (taking into account valid extensions) any material tax return required to be filed, file any tax return in a manner inconsistent with the past practices of NET Power and the NET Power Subsidiaries (unless required by applicable law), fail to pay any material amount of tax as it becomes due, consent to any extension or waiver of the statutory period of limitations applicable to any material tax or material tax return, enter into any tax sharing agreement (except for any written commercial agreement entered into in the ordinary course of business of which the principal subject matter is not tax but which contains customary tax indemnification provisions), surrender any right to claim any refund of material taxes, take any action, or fail to take any action, which action or failure to act prevents, impairs or impedes, or could reasonably be expected to prevent, impair or impede, the intended tax treatment, in each case, except as required by applicable law;

•        issue or sell, or authorize the NET Power Subsidiaries to issue or sell, any membership interests, shares of its capital stock or any other equity interests, as applicable, or issue or sell, or authorize the NET Power Subsidiaries to issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any contract with respect to the issuance or sale of, any shares of its membership interests, capital stock or any other equity interests other than the Shares issued under the Amended and Restated JDA, as defined in the Business Combination Agreement;

•        declare, set aside or pay any dividend or make any other distribution other than the payment of cash dividends or cash distributions to another NET Power Subsidiary;

•        split, combine, redeem or reclassify, or purchase or otherwise acquire, any membership interests, shares of its capital stock or any other equity interests;

•        incur, assume, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness, as applicable;

•        make any loans, advances or capital contributions to, or investments in, any person or entity;

•        amend or modify any company indebtedness;

•        cancel or forgive any indebtedness owed to NET Power or the NET Power Subsidiaries;

•        make any capital expenditure or incur any liabilities in connection therewith, except for the JDA related Expenditures (as defined in the Business Combination Agreement) and expenditures made in the ordinary course of business but not exceeding $10,000,000;

•        make or effect any material amendment or termination (other than an expiration in accordance with the terms thereof) of any material contract, enter into any contract that if entered into prior to December 13, 2022 would be a material contract under the terms of the Business Combination Agreement or any “front-end engineering and design” or “pre-front-end engineering and design” entered into prior to closing, or voluntarily terminate any material contract, except for any termination at the end of the term of such material contract pursuant to the terms thereof;

•        enter into, renew, modify or revise any transactions between NET Power and/or the NET Power Subsidiaries, on one hand, and holders of NET Power’s units, on the other hand, other than those that will be terminated upon closing;

•        sell, lease, license, assign, transfer, permit to lapse, abandon, or otherwise dispose of any of its properties or tangible assets that are, with respect to NET Power or any of the NET Power Subsidiaries, material to the businesses of NET Power and the NET Power Subsidiaries, except in the ordinary course of business;

•        sell, lease, license, sublicense, assign, transfer, permit to lapse, abandon, or otherwise dispose of any of its intellectual property, except for non-exclusive licenses granted in the ordinary course of business, or disclose any confidential information or trade secret to any person except pursuant to a written agreement entered into in the ordinary course of business requiring that person to maintain confidentiality of, and preserving all rights of the NET Power and NET Power Subsidiaries in such confidential information or trade secret;

•        accept any funding from a governmental entity in relation to research and development of technology or intellectual property;

•        adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

•        grant or otherwise create or consent to the creation of any lien, subject to certain exceptions, on any of its material assets or leased real property;

•        fail to maintain in full force and effect any insurance policies or allow any coverage thereunder to be materially reduced, except as replaced by a substantially similar insurance policy;

•        make, increase, decrease, accelerate (with respect to funding, payment or vesting) or grant any base salary, base wages, bonus opportunity, equity or equity-based award or other compensation or employee benefits other than (i) as required by applicable law or pursuant to an employee benefit plan that was in effect on December 13, 2022 and set forth on the Schedules; (ii) annual base compensation increases made in the ordinary course of business for employees or other individual service providers who are eligible to earn total annual compensation equal to or less than $250,000 both before and after any such increase, or (iii) entering into any employee benefit plan with any employee or other individual service

provider hired, engaged or promoted by NET Power or any of the NET Power Subsidiaries following December 13, 2022 in the ordinary course of business, providing for eligibility to earn total annual compensation equal to or less than $250,000, and only in the form of cash compensation and benefits (other than equity or equity-based compensation, retention or transaction bonuses, severance and/or deferred compensation) for such individuals that are substantially similar to the cash compensation and benefits (other than equity or equity-based compensation, retention or transaction bonuses, severance and/or deferred compensation) made available to other similarly situated employees and service providers of NET Power or any of the NET Power Subsidiaries;

•        pay or promise to pay, grant or fund, accelerate (with respect to payment or vesting) or announce the grant or award of any equity or equity-based incentive awards, retention, sale, change-in-control or other discretionary bonus, severance or similar compensation or benefits; in each case, other than as required pursuant to an employee benefit plan as in effect on December 13, 2022 or applicable law;

•        establish, modify, amend (other than as required by applicable law or as required for the annual insurance renewal for health and/or welfare benefits), terminate, enter into, commence participation in, or adopt any employee benefit or any benefit or compensation plan, program, policy, agreement or arrangement that would be an employee benefit plan if in effect on December 13, 2022;

•        hire, engage, furlough, temporarily lay off or terminate (other than for cause) any individual with total annual compensation in excess of $300,000;

•        negotiate, modify, extend, or enter into any collective bargaining agreement or recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of NET Power or any of the NET Power Subsidiaries;

•        implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions affecting any group of three or more employees or contractors;

•        waive or release any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement, or other restrictive covenant obligation of any current or former employee or independent contractor or enter into any agreement that restricts the ability of NET Power or any of the NET Power Subsidiaries, as applicable, to engage or compete in any line of business in any respect material to any business of NET Power or any of the NET Power Subsidiaries, as applicable;

•        buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (i) inventory and supplies in the ordinary course of business or (ii) other assets in an amount not to exceed $1,000,000 individually or $5,000,000 in the aggregate;

•        take any action, or fail to take any action, which action or failure to act could reasonably be expected to result in (i) loss of status as an “exempt wholesale generator” as defined in Section 1262(6) of the Public Utility Holding Company Act of 2005 and FERC’s regulations at 18 C.F.R. § 366.1, or otherwise cause NET Power or the NET Power Subsidiaries to become subject to, or not exempt from, PUHCA or FERC’s implementing regulations thereunder, (ii) loss of status as a “power generation company” as such term is defined in the Texas Public Utility Regulatory Act and 16 Tex. Admin. Code § 25.5, or (iii) financial, organizational or rate regulation under the laws of any state energy regulatory commission;

•        enter into any new line of business;

•        make any material change to any of the cash management practices, including materially deviating from or materially altering any of its practices, policies or procedures in paying accounts payable or collecting accounts receivable; or

•        agree to, authorize or commit in writing to do any of the foregoing.

Covenants of the Buyer Parties

The Buyer Parties (as defined in the Business Combination Agreement) made certain covenants under the Business Combination Agreement, including, among others, the covenants set forth below.

Subject to certain exceptions, prior to the effective time of the Business Combination, the Buyer Parties will not take any of the following actions, except with prior written consent of NET Power, (such consent not to be unreasonably withheld, conditioned or delayed), as expressly contemplated by the Business Combination Agreement or its ancillary agreements, as required by applicable law or as set forth on the Schedules, the Buyer Parties shall not:

•        amend or otherwise modify any of their respective governing documents or the Trust Agreement;

•        withdraw any of the funds invested in the Trust Account, other than as permitted by the Existing Governing Documents or the Trust Agreement;

•        other than in connection with (i) the conversion of any permitted indebtedness into RONI warrants substantially concurrently with closing, (ii) the Subscription Agreements (as defined in the Business Combination Agreement), or (iii) the Permitted Equity Subscription Agreements (as defined in the Business Combination Agreement), issue or sell, or authorize to issue or sell, any equity interests, or any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any contract with respect to the issuance or sale of, any equity interests of any Buyer Party;

•        other than in connection with a RONI share redemption, declare, set aside or pay any dividend or make any other distribution or return of capital (whether in cash or in kind) to the equityholders of the Buyer;

•        adjust, split, combine, redeem (other than a RONI share redemption) or reclassify any of its equity interests;

•        (i) incur, assume, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any Buyer Party Indebtedness (as defined in the Business Combination Agreement), (ii) make any loans, advances or capital contributions to, or investments in, any person or entity or (iii) amend or modify any indebtedness for borrowed money, except in each case for Buyer Party Indebtedness for borrowed money on terms no less favorable to the Buyer Parties as the terms of the promissory note dated February 8, 2021, by and between RONI and our Sponsor, in an amount not to exceed $4,000,000 in the aggregate (“Permitted Buyer Party Indebtedness”);

•        enter into any transaction or contract with the Sponsor or any of its affiliates for the payment of finder’s fees, consulting fees, monies in respect of any payment of a loan (other than Permitted Buyer Party Indebtedness) or other compensation paid by Buyer to the Sponsor, Buyer’s officers or directors, or any affiliate of the Sponsor or Buyer’s officers, for services rendered prior to, or for any services rendered in connection with, the consummation of the Business Combination;

•        commit to making or make or incur any capital commitment or capital expenditure;

•        waive, release, assign, settle or compromise any pending or threatened proceeding, other than those which are not material and do not relate to the Business Combination;

•        buy, purchase or otherwise acquire, directly or indirectly, any material portion of assets, securities, properties, interests or businesses;

•        enter into any new line of business;

•        (i) make, change or revoke any material election relating to taxes other than in the ordinary course of business, (ii) enter into any agreement, settlement or compromise with any taxing authority relating to any material tax matter, (iii) abandon or fail to diligently conduct any material audit, examination or other proceeding in respect of a material tax or material tax return, (iv) make any request for a private

letter ruling, administrative relief, technical advice, change of any method of accounting or other similar request with a taxing authority, (v) file any amendment of any material tax return, (vi) fail to timely file (taking into account valid extensions) any material tax return required to be filed, (vii) file any tax return in a manner inconsistent with the past practices of the Buyer Parties, (viii) fail to pay any material amount of tax as it becomes due, (ix) consent to any extension or waiver of the statutory period of limitations applicable to any material tax or material tax return, (x) enter into any tax sharing agreement (except for any written commercial agreement entered into in the ordinary course of business of which the principal subject matter is not tax but which contains customary tax indemnification provisions), (xi) surrender any right to claim any refund of a material amount of taxes, or (xii) take any action or fail to take any action which impairs or impedes, or could reasonably be expected to prevent, impair or impede, the intended tax treatment, in each case except as may be required by applicable law; or

•        agree or commit in writing to do any of the foregoing.

No Survival of Representations and Warranties; No Indemnification

The representations and warranties of the parties contained in the Business Combination Agreement will not survive the closing of the Business Combination and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto terminate at the closing of the Business Combination, except in the case of fraud. Accordingly, the Existing NET Power Holders will not have any indemnification obligations pursuant to the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated and the Business Combination may be abandoned any time prior to closing, whether before or after shareholder approval of the Business Combination Agreement, as follows:

•        by mutual written agreement of the Buyer and NET Power;

•        by either the Buyer or NET Power if a governmental entity that possess competent jurisdiction has issued a permanent injunction or other governmental order and such injunction or other order has become final and nonappealable;

•        by either the Buyer or NET Power by written notice to the other if the Business Combination has not been consummated on or before August 31, 2023, which date shall be extended automatically for up to 30 days to the extent the parties are continuing to work in good faith toward the closing (as may be extended, the “NET Power Outside Date”); provided that the right to terminate the Business Combination Agreement under Section 9.1(c) of the Business Combination Agreement shall not be available to any party to the Business Combination Agreement or any of its applicable affiliates then in material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement;

•        by either the Buyer or NET Power upon a material breach of any representation, warranty, covenant or agreement on the part the other party set forth in the Business Combination Agreement or the Ancillary Agreements, or if any representation or warranty of the other party shall have become untrue, incomplete or incorrect, in either case which has rendered the satisfaction of the closing conditions set forth in the Business Combination Agreement incapable of fulfillment, and such violation or breach has neither been waived by the non-breaching party nor cured by the breaching party within 30 days of the breaching party’s receipt of written notice of such violation or breach from non-breaching party; provided, however, that the right to terminate the Business Combination Agreement will not be available to a party that is then in material breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement or the Ancillary Agreements; or

•        by NET Power if the RONI Board has made a Change in Recommendation (as defined in the Business Combination Agreement) pursuant to Section 6.10(b) of the Business Combination Agreement.

In the event of termination of the Business Combination Agreement, the Business Combination Agreement will become void and there will be no liability or obligation on the part of any party thereto, except for obligations relating to: (i) the agreements contained in Section 6.9(a), Section 6.11, Section 9.2 and Article X of the Business Combination Agreement, including those related to governing law; and (ii) the confidentiality agreement between the parties. However, no such termination will relieve any party to the Business Combination Agreement from any liability resulting from any willful and material breach of the Business Combination Agreement or fraud in the making of the representations and warranties in the Business Combination Agreement or the Ancillary Agreements.

Amendments

The Business Combination Agreement may be amended by execution of an instrument in writing signed on behalf of the parties to the Business Combination Agreement.

Background of the Business Combination

RONI is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our intention was to capitalize on our Board’s and management team’s extensive network of relationships, industry knowledge, acquisition experience and deal sourcing capabilities to access a broad spectrum of opportunities. The terms of the Business Combination were the result of negotiations among representatives of RONI and representatives of NET Power and the Existing NET Power Holders. The following is a brief summary of the background of those negotiations, the Business Combination and related transactions.

Prior to the consummation of the RONI IPO on June 18, 2021, neither RONI, nor anyone acting on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with us.

After the RONI IPO, RONI commenced a search for prospective businesses and assets to acquire. Representatives of RONI and its Sponsor were also contacted by third parties presenting potential acquisition opportunities, and Barclays Capital Inc. (“Barclays”), as financial advisor and capital markets advisor to RONI, introduced RONI to acquisition opportunities that were within RONI’s disclosed focus in the nuclear, hydrogen, renewable fuels, geothermal, carbon capture, metals, green chemicals and related sectors. Shortly after the RONI IPO, RONI also engaged Ryan Kanto, a chemical engineer with over 15 years of experience in energy technology engineering matters, including with historic Rice Energy matters, to facilitate our evaluation of various acquisition targets for technical distinction, development and scalability.

During this search process, RONI reviewed and screened more than 200 different companies as potential business combination opportunities. RONI evaluated a number of aspects of the potential acquisition targets based on a variety of traits and metrics, including, but not limited to, growth prospects, level of product differentiation and competitive advantage, position in an attractive market opportunity, and stage of company lifecycle. Approximately 60 of these opportunities (each in the nuclear, hydrogen, renewable fuels, geothermal or carbon capture and sequestration sectors) made it past an initial screening and were further reviewed by the RONI management team. These opportunities were further screened based on public company readiness, management quality, technology maturity, commercial readiness, economics of the business’s core technology, the business’s prospects to materially decarbonize the global economy, size of the total addressable market and relevance to RONI management’s skillset, allowing RONI to further narrow its focus, attending approximately 30 introductory management meetings. Based on its level of interest following these preliminary steps, RONI entered into non-disclosure agreements with over a dozen potential acquisition targets.

From the date of the RONI IPO to July 2021, RONI engaged in significant due diligence and detailed discussions directly with the senior executives and/or shareholders of two target businesses other than NET Power (the “Other Potential Targets”). The two Other Potential Targets were: (i) a company in the nuclear energy industry, and (ii) a company in the geothermal energy industry. However, after conducting diligence and performing financial analyses on each of NET Power and the Other Potential Targets, RONI determined that the Other Potential Targets were not ultimately as compelling of business combination opportunities in terms of valuation, deal execution

risk, their respective positioning in the energy transition value chain, the differentiation of their respective product offerings and their scalability and growth potential. Accordingly, and with support from the Board, RONI decided not to move forward with either of the Other Potential Targets.

In July 2021, Mr. Bill Brown, the Chairman of the Board of Managers of 8 Rivers Capital, and Damian Beauchamp, the President and Chief Development Officer of 8 Rivers Capital, called Mr. Daniel Rice, IV, our Director, to discuss a potential investment by us in 8 Rivers Capital. Messrs. Brown and Rice had encountered each other over the course of their respective engagement in the natural gas industry and had a working familiarity with each other’s business ventures. In fact, Messrs. Rice and Derham briefly considered a potential business combination between Rice Acquisition Corp. (“RAC I”) and NET Power while Mr. Brown was serving as its Chief Executive Officer, and had an introductory conversation with Messrs. Brown and Patel on December 29, 2020. However, after RAC I entered into a non-disclosure agreement with NET Power on January 15, 2021, there was no further communication between RAC I and NET Power until February 2021, as NET Power was otherwise occupied with a leadership transition and evaluating potential original equipment manufacturers for turbines to advance its operational goals, and RAC I was advancing negotiations with Archaea Energy, LLC and Aria Energy LLC, the companies with which RAC I ultimately completed its initial business combinations. When communication between RAC I and NET Power resumed in February 2021, both parties ultimately decided that timing was not right for NET Power to pursue a “de-SPAC” transaction with RAC I or other public company capital raising efforts. A business combination between NET Power and RONI (or any other special purpose acquisition company affiliated with RAC I’s sponsor, officers, directors, or Rice Investment Group) was neither contemplated nor discussed in the course of RAC I’s and NET Power’s brief discussions regarding a potential business combination between RAC I and NET Power. Between October 2020 and May 2022, NET Power was approached by several other special purpose acquisition companies, but did not find the expertise and other intangible offerings of such companies compelling and, accordingly, did not sign any non-disclosure agreements or develop further discussions with such companies.

In the July 2021 discussions, Mr. Rice noted to Mr. Brown that RONI preferred that a potential business combination between RONI and 8 Rivers Capital include a combination with NET Power, given RONI’s focus on decarbonizing firm power generation.

On August 9, 2021, in order to further explore the possibility of a business combination among RONI, 8 Rivers Capital and NET Power, 8 Rivers Capital and RONI executed a confidentiality agreement pursuant to which RONI received confidential information related to 8 Rivers Capital.

From August 9, 2021, through November 2021, RONI and 8 Rivers Capital reviewed and discussed various management presentations prepared by 8 Rivers Capital regarding its business and NET Power’s business, and RONI’s management performed initial technical diligence with respect to both companies. During that same period, Mr. Kanto engaged in further technical and market diligence, evaluating the viability of NET Power’s business and technology, and Guggenheim Securities, LLC (“Guggenheim Securities”) participated in these due diligence sessions and assisted RONI in assessing the basis for a business combination involving both 8 Rivers Capital and NET Power from a financial point of view. In November 2021, RONI mandated Guggenheim Securities as a financial advisor to RONI in connection with RONI’s evaluation of 8 Rivers and NET Power. RONI and Guggenheim Securities executed an engagement letter on September 20, 2022, formalizing the financial advisory engagement. Over the course of this diligence, RONI’s management team became increasingly interested in NET Power’s technology and positioning in the decarbonization value chain.

During the course of discussions with Mr. Cam Hosie, the Chief Executive Officer of 8 Rivers Capital, during the fall of 2021, as 8 Rivers Capital was evaluating other capital raising opportunities, Mr. Hosie suggested that RONI and 8 Rivers Capital engage in discussions with NET Power’s management and shareholders to assess the viability of a combination transaction. With the Board’s approval, RONI sent a letter of intent to 8 Rivers Capital and the board of managers of NET Power (the “NET Power Board”) on December 3, 2021 proposing a business combination with both of 8 Rivers Capital and NET Power.

On December 14, 2021, Mr. Hosie introduced Mr. J. Kyle Derham, our Chief Executive Officer and member of our Board, to Mr. Ron DeGregorio, the Chief Executive Officer of NET Power. As conversations progressed between Messrs. Derham and DeGregorio over the last two weeks of 2021 and the first week of 2022, NET Power’s management communicated to RONI’s management that they would prefer to focus on a standalone transaction because of their belief that NET Power should remain a standalone company focused on deploying its core

technology. RONI believed NET Power’s technology was mature enough to succeed on a standalone basis, offered a compelling story to public market investors and pursuing solely NET Power would permit RONI to more deeply engage in diligence to understand NET Power’s technological potential.

On January 11, 2022, Messrs. Rice and Derham met with Messrs. DeGregorio and Akash Patel, the Chief Financial Officer of NET Power, in Charlotte, North Carolina, to discuss a potential business combination. Mr. DeGregorio explained that, while serving on the NET Power Board as a designee of Constellation following a 40-year career in the energy industry, he had come out of retirement to take on the role of Chief Executive Officer after the departure of his predecessor in that role. Mr. DeGregorio further characterized his tenure as one of continued technological growth for NET Power, raising additional investment and achieving synchronization between its La Porte demonstration facility and the Texas grid, and described his vision for NET Power’s future, noting that he did not expect to remain in the Chief Executive Officer role for an extended period of time. Messrs. DeGregorio and Patel indicated that NET Power was presently negotiating a strategic partnership and financing transaction that was expected to close in the near term, and that it would re-engage with RONI following the announcement of that transaction.

On January 13, 2022, RONI entered into a mutual confidentiality agreement with NET Power, enabling RONI to receive confidential information regarding, and begin evaluating a potential business combination with, NET Power. Over the next several weeks, RONI engaged with Guggenheim Securities and with Mr. Kanto to begin a more in-depth review of NET Power’s business. During this time, RONI also began considering relevant knowledge specific to NET Power’s business and seeking third-party advisors to provide additional technical analysis relating to NET Power’s potential growth and development prospects, including commercialization of NET Power’s technology.

On February 22, 2022, Baker Hughes and NET Power announced an investment by BHES, an affiliate of Baker Hughes, and a strategic partnership between NPL, another affiliate of Baker Hughes, and NET Power to advance technical and commercial deployment of NET Power’s technology. During the same week, the RONI management team visited NET Power’s demonstration facility in La Porte, Texas and, on February 23, 2022, Messrs. DeGregorio, Patel, Rice and Derham met for dinner in Houston, Texas to further discuss a potential business combination of RONI and NET Power.

Throughout the month of March 2022, RONI’s management team continued to review and analyze NET Power’s business, conducting market and technical due diligence.

On March 22, 2022, the Board met to discuss the terms under which it could be advantageous to further explore a transaction with NET Power. Representatives from Kirkland & Ellis LLP (“Kirkland”) and Guggenheim Securities and Mr. Kanto were also in attendance at this meeting. Mr. Derham provided a summary of the management team’s positive impressions following the site visit to NET Power’s demonstration facility, the status of NET Power’s current discussions with the Existing NET Power Holders and the potential market for NET Power’s product offering. Mr. Charles Burrus, RONI’s Head of M&A and Strategy, and Mr. Derham presented valuation analyses to the Board, which analyzed the incremental increase to NET Power’s valuation upon prior private capital investments, and RONI’s forecast for the number of power plants that could potentially license NET Power’s technology through 2035. The Board discussed strategies for proposing a business combination to NET Power and the NET Power Board with RONI’s management team and determined that presenting a valuation range to the NET Power Board would be most appropriate in light of ongoing diligence and unresolved structuring considerations. The Board further discussed that prior private capital investments would imply a valuation of at least $1.0 billion in connection with a subsequent financing (the then most recent into NET Power by BHES in February 2022 being made at an implied a valuation of over $800 million) and considered the fact that a recent investment in NET Power, made by Baker Hughes as a strategic partner with whom NET Power was developing its machinery and processes, could accelerate commercialization and deployment of NET Power’s technology and allow it to begin building market share sooner. The Board also discussed the fact that each of RONI’s forecasts for power plant adoption of NET Power technology could support a valuation in excess of $1.5 billion. At the conclusion of the meeting, the Board authorized RONI management to propose a valuation from $1.0 billion to $1.5 billion, with the guidance that it would be better to start with a lower valuation and that a range may be most appropriate in light of ongoing diligence and unresolved structuring considerations.

On April 4, 2022, following consultation with Kirkland and Guggenheim Securities (in addition to the Board), RONI delivered a letter of intent to Messrs. DeGregorio and Patel for consideration by the NET Power Board, proposing a business combination between RONI and NET Power on the basis of a valuation range, subject to further diligence, of $1.1 – $1.4 billion pre-money, representing a $297 to $379 per NET Power share value. This range reflected a 1.4 – 1.8x premium to the post-money valuation implied by BHES’ initial investment completed in February 2022. The letter also provided additional information on RONI management and their track record, RONI’s vision for scaling NET Power’s technology, and proposed terms for the transaction and remaining diligence that would need to be completed in advance of signing definitive agreements.

Throughout April 2022, RONI and NET Power continued to correspond regarding diligence inquiries, responses and materials to support ongoing RONI’s diligence review. As one component of that effort, on April 14, 2022, Mr. James Mahon, the General Counsel of NET Power, hosted the first of several teleconferences for RONI’s management team and Mr. Kanto, serving as technical advisor, Guggenheim Securities, serving as financial advisor, and Kirkland, serving as legal advisor, to address RONI’s detailed intellectual property diligence questions, covering matters such as licensing agreements with 8 Rivers, NET Power’s patent portfolio and marketability of NET Power’s technology.

Also in April 2022, RONI engaged market consultant Dr. Jesse Jenkins, of DeSolve LLC (“DeSolve”). RONI first became aware of Dr. Jenkins through his academic work forecasting the impact to the U.S. power grid of deploying various clean technologies, including NET Power’s use of the Allam-Fetvedt Cycle. Dr. Jenkins is a well-respected energy systems engineer with numerous publications, who focuses on the electricity sector, including the transition to zero-carbon resources and the role of electricity in economy-wide decarbonization. In addition to his consulting work with DeSolve, Dr. Jenkins is an assistant professor at Princeton University with a joint appointment in the Department of Mechanical and Aerospace Engineering and the Andlinger Center for Energy and Environment. Dr. Jenkins also leads Princeton’s Zero-carbon Energy Systems Research and Optimization Laboratory, which conducts research to improve decision-making to accelerate rapid, affordable and effective transitions to net-zero-carbon energy systems. Given Dr. Jenkins’ experienced knowledge in de-carbonizing the electric generation sector and deep understanding of the Allam-Fetvedt Cycle, on which NET Power’s model is built, RONI engaged Dr. Jenkins to better understand the functionality, marketability and scalability of NET Power’s technology.

RONI also engaged Dr. Ricardo Valerdi, as an expert in the cost estimation field, following an introduction from Mr. Kanto, who studied under Dr. Valerdi during his time at the University of Arizona. Dr. Valerdi is the Interim Department Head of Systems and Industrial Engineering at the University of Arizona, and a recognized expert in cost estimation and systems engineering. Dr. Valerdi helped RONI analyze NET Power’s cost projections and cost estimation methodology to confirm the analysis was completed to the Level 4 standards of the Association for the Advancement of Cost Engineering (“AACE”). Dr. Valerdi believed that NET Power’s cost estimation methodology was of high quality and in many ways could be considered a Level 3 AACE cost estimate. Dr. Valerdi noted to RONI’s management which of NET Power’s cost estimates contained higher and lower levels of variability over time. Dr. Valerdi’s analysis helped inform RONI’s sensitivity cases used in the Scenario Analysis of NET Power. For additional information, please see “— The RONI Board’s Reasons for the Business Combination — Certain Valuation and Financial Analyses — Scenario Analysis.”

On April 19, 2022, Messrs. Derham and Patel discussed the terms of RONI’s letter of intent and the fact that NET Power would need additional time to consult with the NET Power Board (which was scheduled to meet on April 26, 2022) before responding to RONI. Mr. Patel indicated that the NET Power Board was still evaluating whether a business combination with RONI would be more or less desirable than a private capital raise and that, in direct response to RONI’s proposal, the primary issues the NET Power Board would likely come back to negotiate over included valuation, aligning the Sponsor’s promote with successful PIPE fundraising, and the term of the lock-up period, among others. NET Power had previously engaged Credit Suisse Securities (USA) LLC (“CS”) as financial advisor and capital markets advisor to assist NET Power in evaluating the proposed business combination and alternative financing transactions.

On April 27, 2022, Messrs. Derham and Patel spoke by telephone to discuss next steps following the NET Power Board’s meeting the previous day. Mr. Patel shared that the NET Power Board had discussed certain considerations regarding a business combination with RONI and advised management to continue discussions and perform additional exploratory steps, in an effort to further inform the parties’ respective analyses. Principally, the NET Power Board asked RONI to “pre-market” the PIPE to test market interest in the contemplated business

combination. Mr. Derham indicated that RONI would proceed with next steps only once the parties were more closely aligned on valuation and other transaction terms. Messrs. Patel and Derham then agreed to arrange for RONI’s management team to present at the next meeting of the NET Power Board, to be scheduled for the second half of May 2022.

On May 19, 2022, the NET Power Board held a meeting (including certain representatives of the Existing NET Power Holders) where RONI’s management team was invited to attend in person. RONI’s management team presented its rationale to the NET Power Board for the business combination and its proposed terms to the NET Power Board, and responded to questions from the NET Power directors. Over the subsequent two weeks, the NET Power and RONI management teams continued to negotiate open issues from RONI’s initial letter of intent, and to progress ongoing legal and commercial diligence efforts.

On June 2, 2022, the Board met via teleconference to discuss developments in RONI’s discussions with NET Power, including with respect to the proposed terms of the business combination, with representatives from Kirkland and Guggenheim Securities and Mr. Kanto in attendance. Following an update from management and discussion of ensuing questions from the directors, both RONI’s management and the Board affirmed their continued interest in a business combination with NET Power and support for a fixed valuation proposed by NET Power of $1.3 billion (which was within the Board’s originally approved and RONI’s initially proposed ranges of valuation). The Board also discussed potential strategies for raising a PIPE (following the entry into a letter of intent), and timing considerations for the overall transaction relative to the lifecycle of RONI and its potential liquidation date.

On June 5, 2022, representatives of RONI and NET Power, together with representatives from Guggenheim Securities, serving as financial advisor to RONI, and CS, serving as financial advisor and capital markets advisor to NET Power, discussed the commercial terms and assumptions contained in RONI’s April 4th letter of intent, including ongoing and open diligence inquiries, NET Power’s current capitalization and the Existing NET Power Holders’ entitlements in connection with future issuances or sales of NET Power equity interests. While the parties did not resolve any open commercial considerations, including valuation in connection with this meeting, they used the opportunity to explore the issues and propose possible solutions.

On June 8, 2022, representatives of NET Power sent representatives of RONI an issues list addressing responses to certain open issues raised by RONI’s April 4th letter of intent, but agreeing to the per share value implied by RONI’s $1.3 billion valuation.

On June 10, 2022, as the result of further due diligence review of NET Power’s capitalization, RONI calculated a larger fully-diluted share count than what was initially included in its NET Power valuation assumptions. On that same day, representatives of RONI and NET Power held a telephonic call to discuss dilutive equity interests in NET Power, including employees’ and shareholders’ options, and the impact of the larger diluted share count on the per share value to the Existing NET Power Holders, and the impact each party expected this discrepancy to have on overall valuation of the Company.

On June 13, 2022, following consultation with the Board, Kirkland and Guggenheim Securities, RONI sent a revised letter of intent including a re-affirmed $1.3 billion pre-money valuation for NET Power, but adjusting the assumed NET Power share count to reflect a per share value of only $327.21 to the Existing NET Power Holders. Various representatives of RONI and NET Power continued to negotiate various terms of the contemplated business combination over the next several weeks. During this time, individual Existing NET Power Holders began to provide feedback on specific commercial considerations and negotiate with NET Power in respect of historical arrangements that would need to be revised or terminated in connection with the contemplated business combination.

On June 14, 2022, RONI conducted a diligence session via teleconference with NPI and Mr. Patel. Mr. Derham sent questions to NPI to discuss technical, market and commercial matters, including the development of the turbo expanders and corresponding risks and risk mitigation efforts. As NPI’s development and manufacturing of certain specialized turbomachinery is an essential component of any NET Power plant, RONI sought to confirm that NPI’s commitment of personnel and other resources in this project were appropriately prioritized among NPI’s broader commercial operations.

On June 29, 2022, NET Power corresponded with the RONI management team regarding open commercial terms, specifically asking for a $1.335 billion pre-money valuation, representing a $320.45 per share value after accounting for additional dilutive securities following additional capitalization table diligence.

On July 5, 2022, having consulted with the Board, Kirkland and Guggenheim Securities, representatives of RONI presented a further revised letter of intent to the NET Power Board via teleconference, accepting a pre-money valuation of $1.335 billion (because the modest valuation increase was well within the Board’s originally approved range of valuation, as originally proposed by RONI), and the proposed settlement of OXY’s purchase option for additional NET Power shares. Over the next two weeks, RONI and NET Power continued to progress diligence efforts, negotiations with the Existing NET Power Holders and other terms included in the letter of intent, with a particularized focus on NET Power’s capitalization and the governance rights of the Existing NET Power Holders following closing of the contemplated business combination.

On July 18, 2022, Messrs. Rick Callahan, of OXY, Hosie, Rice and Derham met by videoconference at NET Power’s request. Messrs. Callahan and Hosie indicated that the NET Power Board was contemplating a transition to a full-time Chief Executive Officer, and asked Messrs. Rice’s and Derham’s thoughts in respect of the timing of such a transition in light of a potential transaction with RONI. Additionally, Messrs. Callahan and Hosie asked Messrs. Rice and Derham whether they had any initial thoughts on candidates for NET Power’s Chief Executive Officer, including whether Mr. Rice would consider stepping into that role. Mr. Rice indicated that he would need time to consider the conversation and would revert with thoughts on both questions.

On July 21, 2022, Messrs. Derham, Rice, Burrus and Kanto traveled to Florence, Italy with Mr. Patel to meet with NPI and tour the NPI manufacturing facility. While on site, Messrs. Rice, Derham, Burrus and Kanto observed NPI’s manufacturing and technological capacities, and further discussed the resources and personnel (in terms of seniority, skill, and quantity) Baker Hughes had dedicated to its work with NET Power. The parties also discussed how the NET Power relationship would factor into NPI’s broader energy transition operations.

On July 25, 2022, Messrs. Callahan, Hosie, Rice and Derham resumed their conversation regarding NET Power’s contemplated Chief Executive Officer transition. Mr. Rice indicated that he was interested in being considered for the role, but would need a few additional weeks to consider before affirming his interest to them.

On July 26, 2022, RONI and NET Power signed a non-binding letter of intent with respect to an acquisition of NET Power by RONI on a cash free, debt free basis for a total enterprise value of $1.335 billion, representing $316.89 per share value to the Existing NET Power Holders, to be financed (in part) by proceeds from the RONI IPO (that yielded $345 million in cash, which was held in the Trust Account, pending the closing of RONI’s initial business combination) and PIPE investments of $225 million. The letter of intent, which had been reviewed by each of Kirkland and Guggenheim Securities in their respective capacities as advisors to RONI, addressed, inter alia, post-closing governance matters, maintenance of RONI’s current Up-C structure, the post-closing “lock-up” on trading and registration rights. The parties agreed to condition the transaction on standard items, such as satisfactory completion of diligence and negotiation of transaction documentation, and that Kirkland would prepare an initial draft of the Business Combination Agreement.

During the period between July 27, 2022 and September 13, 2022, Kirkland engaged in a legal due diligence review of NET Power, sending a series of inquiries and requests for documentation over the course of that period. NET Power’s counsel, Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. (“Mintz”), facilitated responses on behalf of NET Power to Kirkland’s requests. Among other requests and disclosures, NET Power provided its governance documents and those of its subsidiaries, material contracts, and licensing agreements related to proprietary technology. During this same period, representatives of RONI and Kirkland held telephonic and video conference calls to conduct legal due diligence in respect of NET Power’s business to assist RONI in developing views of NET Power’s financial position and business prospects.

Over the first several weeks of that same period beginning in late July 2022, Kirkland and representatives from RONI met to discuss preparation of the Business Combination Agreement. These initial conversations focused on certain terms that were left open by the letter of intent, including the mechanics for calculating satisfaction of the minimum cash condition, treatment of NET Power’s outstanding incentive equity awards, purchase price adjustments and the operational decisions requiring RONI’s approval during the period between signing and closing.

Each of Barclays, Citigroup Global Markets Inc. (“Citi”) and CS advised RONI to wait until after Labor Day to launch the PIPE, as the capital markets are historically inactive during the month of August. RONI and NET Power collaborated during this time to prepare an investor presentation for meetings with certain targeted investors

on a confidential basis in respect of a potential investment in the PIPE financing. Each of the aforementioned placement agents, together with their counsel, Vinson & Elkins LLP, and each of Kirkland and Mintz, provided feedback on the presentation.

On August 4, 2022, Messrs. Rice and Derham travelled to Houston to meet with Ms. Vicki Hollub, the President and Chief Executive Officer of Occidental, and other members of Occidental’s management team. During this meeting, Mr. Rice presented his vision for NET Power, and the attendees discussed the potential for Mr. Rice to take on the role as NET Power’s Chief Executive Officer in connection with the Business Combination.

On August 5, 2022, Mr. Rice met with Messrs. Derham, Callahan and Hosie by videoconference to inform them that he would agree to become NET Power’s Chief Executive Officer following the Business Combination if the NET Power Board offered the role to him. Following that meeting, Messrs. Callahan and Hosie conferred with the NET Power directors and unanimously agreed to offer the role of Chief Executive Officer to Mr. Rice concurrent with the closing of the Business Combination.

The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law by President Biden on August 16, 2022. The Act improved RONI’s economic thesis for investing in NET Power given the previously unaccounted for incentives provided under the Inflation Reduction Act to companies operating in the decarbonization industry. Given that RONI and NET Power had already reached agreement as to valuation, the Inflation Reduction Act did not impact the terms of the transaction, but did serve to increase the parties’ confidence in NET Power’s competitive positioning as a public company after the closing of the Business Combination.

On August 16, 2022, Kirkland sent an initial draft of the Business Combination Agreement to Mintz. Following such delivery through December 12, 2022, representatives of RONI, NET Power, Kirkland and Mintz conducted various telephonic and video meetings to discuss transaction structuring and open issues related to the draft Business Combination Agreement. Significant topics of negotiation among the parties included (i) the mechanics pertaining to merger consideration and treatment of NET Power’s outstanding equity interests in connection therewith, (ii) the level of conditionality in the merger agreements, including the amount and calculation of the minimum cash condition and (iii) the introduction of a Tax Receivable Agreement given RONI’s “Up-C” structure.

On August 19, 2022, Kirkland sent RONI its initial analysis regarding the structure for the Business Combination. Following this delivery, Kirkland met with NET Power, its tax advisors and certain Existing NET Power Holders to discuss the proposed structure and respond to related questions. Following this series of conversations, each of such Existing NET Power Holders confirmed their alignment with the proposed structure and that, in rolling their current equity in NET Power in connection with the Closing, they would elect to receive RONI Units rather than RONI Class A Shares through a recapitalization of RONI’s existing Up-C structure.

On September 1, 2022, the Board met with RONI’s management team and representatives of Kirkland to discuss the proposed terms of engagement of Citi, Barclays and CS as placement agents in connection with the proposed PIPE financing. Barclays had served as an underwriter in the RONI IPO, so was familiar, and, following the RONI IPO, had previously presented and discussed potential acquisition targets with RONI’s management team. CS had previously been engaged by NET Power as a financial advisor to evaluate a potential business combination and other capital-raising transactions. Following NET Power’s decision to pursue the Business Combination, CS began assisting with preparation for the PIPE, with the intent of the parties being that CS would join Citi and Barclays as a placement agent for the PIPE. Following discussion, the Board agreed that the terms proposed by Citi, Barclays and CS were acceptable, subject to finalizing engagement letters for each placement agent.

On September 9, 2022, RONI engaged CS and Barclays as placement agents in connection with raising the PIPE. RONI also engaged Citi as a placement agent and capital markets advisor on September 14, 2022. In connection with Citi and Barclays’ services, each will be paid $4.0 million plus a mutually agreed-upon discretionary fee, if any. These fees shall cover the full satisfaction of RONI’s obligation to pay each of Citi and Barclays its portion of the deferred discount in connection with the RONI IPO and are conditioned on the completion of the consummation of the Business Combination. Additionally, an aggregate of $469,000 in deferred discount fees is payable to AmeriVet Securities, Inc. and Academy Securities Inc. as underwriters in the RONI IPO and such fees are also contingent on the completion of the Business Combination.

The initial investor presentation was made available to potential investors on September 12. During the week of September 12, 2022, at the request of RONI, representatives of Citi, Barclays and CS began contacting a limited number of potential strategic PIPE investors, (i) each of whom agreed to maintain the confidentiality of the information received and to comply with restrictions on trading in RONI securities pursuant to customary non-disclosure agreements, (ii) to discuss the proposed Business Combination and the potential PIPE financing, and (iii) to determine such investors’ potential interest in participating in the PIPE financing. Over the course of the next two months, representatives of RONI’s and NET Power’s respective management teams met with potential PIPE investors and discussed investment opportunities.

Over the course of September and October 2022, Kirkland and Mintz exchanged drafts of the Business Combination Agreement, and representatives of RONI and Kirkland conferred regarding open issues in the Business Combination Agreement, including (i) the Existing NET Power Holders’ request for a Tax Receivables Agreement, (ii) calculation of the minimum cash condition and (iii) the need for and permissions in respect of working capital loans to RONI during the period between signing and closing, among others. Mr. Derham separately discussed each of the matters with Mr. Patel and with representatives of the Existing NET Power Holders. The parties ultimately concluded these matters as follows:

•        Tax Receivable Agreement.    RONI twice asked the Existing NET Power Holders to reconsider implementing a Tax Receivable Agreement to limit complexity in the transaction and potentially improve the market’s perception of RONI’s structure. Following the second unsuccessful attempt to persuade, individually, each of NET Power and the Existing NET Power Holders to abandon the idea of a Tax Receivable Agreement, it became clear that negotiation and execution of such an agreement would be imperative to RONI completing a business combination with NET Power. Accordingly, believing that the drawbacks to having a Tax Receivable Agreement were heavily outweighed by the prospect of completing a business combination with NET Power, RONI agreed to be party to a Tax Receivable Agreement, and Kirkland prepared an initial draft which was shared with NET Power and Mintz on November 12, 2022.

•        Calculation of the Minimum Cash Condition.    Calculation of the minimum cash condition remained an open issue throughout the negotiations of the Business Combination Agreement and PIPE raising activities. Ultimately, the parties acted in a manner to protect the capital raised for the post-closing public company agreeing that NET Power’s obligation to consummate the Business Combination would be conditioned upon RONI having at least $200 million available to the post-closing public company, taking into account all proceeds from the Trust Account, all PIPE investments (including financing raised by the Company or through additional PIPE commitments during the interim period), RONI’s cash on its balance sheet and payment of all transaction expenses.

•        RONI Working Capital Loans.    NET Power ultimately acknowledged the need for RONI to be able to draw capital during the interim period in an effort to close the Business Combination, and agreed to afford RONI the discretion to draw up to $4 million of working capital loans, allowing $1.5 million of such loans to be convertible into warrants, consistent with RONI’s governing documents and the RONI IPO disclosure.

On November 11, 2022, Mintz sent an initial draft of NET Power’s disclosure schedules to Kirkland, enumerating exceptions to certain representations, warranties and covenants included in the Business Combination Agreement. During the period between November 11 and December 13, 2022, Kirkland and Mintz exchanged drafts of the disclosure schedules, based on diligence conducted on behalf of RONI and NET Power, respectively, making revisions to align the disclosure schedules with the commercial agreement and the parties’ diligence review.

During the months of October and November, Kirkland and Mintz continued to exchange drafts of the Business Combination Agreement, as well as several drafts of the other ancillary definitive agreements for the Business Combination. The negotiations in the Business Combination Agreement largely focused on the minimum cash condition (as discussed above) and treatment of various equity interests outstanding in NET Power’s capital structure (which was, largely, an internal discussion among the Existing NET Power Holders). Following discussions

among Messrs. Derham and Patel with individual Existing NET Power Holders, Kirkland sent a further revised draft of the Business Combination Agreement back to Mintz on November 12, 2022, proposing a comprehensive resolution to all open points.

During the week of November 14, 2022, Mr. Derham continued to engage with individual Existing NET Power Holders to finalize the commercial terms of their investment in the PIPE and how that would relate, on the whole, to the other Existing NET Power Holders and the terms of the Business Combination Agreement. By November 20, 2022, it became clear that the parties would reach a commercial agreement, and each advised their counsel to accelerate the pace for finalizing documents.

Over the course of November 2022, RONI’s management team met with representatives of the Existing NET Power Holders to discuss their investment in the PIPE financing. OXY agreed to invest a total of $100 million in the PIPE Financing, in exchange for the right to designate one additional director to serve on the Board. Each of Constellation and 8 Rivers also indicated its intent to participate in the PIPE financing.

On December 1, 2022, the Board met to discuss the ongoing negotiation of the Business Combination and related documentation with management, with representatives of Kirkland and Guggenheim Securities in attendance. Mr. Derham provided an update regarding the PIPE, including additional investments from certain of the Existing NET Power Holders, and revisited the valuation analysis. Following the Board’s dialogue regarding commercial terms, Kirkland provided a detailed description of the transaction structure, the Business Combination Agreement, other transaction documents and the process of filing and going “effective” on a Form S-4. The directors engaged with Kirkland regarding conditions to closing and implications of a Tax Receivable Agreement. Upon the conclusion of their questions, the directors affirmed their general support for the transaction and encouraged management to keep an open line of communication regarding any developments.

On December 2, 2022, Mintz provided comments on the Business Combination Agreement, noting that the draft remained subject to further review by the Existing NET Power Holders. Kirkland and Mintz exchanged comments on the Business Combination Agreement several times over the course of the next ten days, with Kirkland providing comments on December 6, 2022, Mintz providing comments on December 9, 2022, and Kirkland subsequently providing comments on December 9, 2022. On the evening of December 12, 2022, each of NET Power and Mintz agreed to the terms included in the last draft.

During this same period, RONI, NET Power, the Existing NET Power Holders and each of their respective advisors exchanged comments and participated in various conference calls to finalize the terms of the ancillary documents, including the Tax Receivable Agreement, the Sponsor Letter Agreement, the Company Support Agreement, the Stockholders’ Agreement and the Opco LLC Agreement, among others, ultimately resolving the terms of all ancillary agreements between December 9 and 13, 2022.

During the week of December 5, 2022, NET Power informed RONI and Kirkland that the Existing NET Power Holders planned to amend the NET Power operating agreement, as well as several affiliate contracts, including the Original JDA, in connection with the execution of the Business Combination Agreement. Kirkland and Mintz discussed the amendments, including (i) NET Power’s and the Existing NET Power Holders’ desire to clarify certain existing arrangements and remove content that was no longer applicable and (ii) the proposed timing, and the parties agreed (following unanimous approval by the NET Power Board and each of the Existing NET Power Holders) as to the form of each amendment on December 13, 2022.

Throughout the negotiation process, the Board continued to evaluate NET Power based on (i) historical private financing rounds and the implied valuations of those private financings, (ii) a comparable companies analysis, and (iii) the Scenario Analysis (defined below). For additional information, please see “— The Board’s Reasons for the Transaction.” In connection with their evaluation, the Board reviewed and relied upon the analyses of each of the RONI management team, Messrs. Kanto, Jenkins and RONI’s various third-party technical specialists. Each of these advisors, along with Kirkland, Guggenheim Securities, Barclays and Citi were made available to the Board to discuss the scope of their respective work, their respective processes and specific questions arising from the directors’ review.

Between December 9 and 13, 2022, RONI and the Placement Agents finalized the list of PIPE investors, following receipt of indications of interest from the PIPE investors. Kirkland negotiated the form subscription agreement with the PIPE investors during this period of time as well.

On December 12, 2022, the Board met aftermarket to finally evaluate and approve the Business Combination Agreement (together with the transactions, covenants and ancillary agreements contemplated thereby). In addition to the Board, members of RONI’s management, Kirkland, Guggenheim Securities and other advisors that had facilitated RONI’s diligence review of NET Power were in attendance. Kirkland presented regarding the fiduciary duties owed by each director to RONI under Cayman law, described changes to the terms of the transaction documents since the board meeting held on December 1, 2022, and described the resolutions the directors were being asked to approve. Following further discussion among the directors and management, the Board unanimously approved the Business Combination with NET Power, and the transactions and agreements appurtenant thereto.

Following approval by the Board, and approval of each of the NET Power Board and the Existing NET Power Holders, on December 13, 2022, at approximately 6:00 p.m., Eastern Time, the applicable parties executed and delivered the Business Combination Agreement, the Sponsor Letter Agreement and the Company Support Agreement.

Before market open on December 14, 2022, RONI and NET Power issued a joint press release announcing the execution of the Business Combination Agreement and describing the transactions contemplated thereby.

The Rice Acquisition Corp. II Board’s Reasons for the Transaction

RONI was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Board sought to do this by utilizing the networks and industry experience of both the Sponsor and the Board and management to identify, acquire and operate one or more businesses. The members of the Board and management have extensive transactional experience, particularly in the broadly-defined sustainability and energy transition industries, including but not limited to, energy and power, energy and industrial technology and venture capital and growth equity investing.

As described under “— Background of the Business Combination” above, the Board, in evaluating the Business Combination, consulted with RONI’s management, legal, financial and technical advisors. In reaching its unanimous decision to approve the Business Combination Agreement, the Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board contemplated its decision as in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of RONI’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

In approving the combination, the Board did not rely upon NET Power company projections or forward-looking financial information specific to the Company. In addition to analyzing the implied valuations of NET Power’s historical private financing rounds and the performance of comparable companies, in lieu of projections (specifically, in lieu of a detailed financial forecast with line items such as Revenue, Gross Profit, EBITDA and Net Income), RONI’s management and the Board performed technical and market due diligence and reviewed certain financial analyses deemed more relevant for NET Power and its prospects, including, but not limited to, the following: (i) engineering and market adoption due diligence with in-house and third party specialists, (ii) unit economics and profitability of a single NET Power plant, (iii) analysis and due diligence on NET Power’s ability to reduce the capital and operating costs of a NET Power plant over time, (iv) the viability and robustness of NET Power’s asset-light, licensing business model supported by intellectual property diligence and validation from legal and subject matter experts engaged by RONI and analysis of companies with comparable business models and (v) the potential present value of NET Power based on various future market capture and technology adoption scenarios developed using publicly available sources and with third-party specialists on macro energy systems modeling, including Messrs. Jenkins (of DeSolve), Valerdi and Kanto (collectively, the “Scenario Analysis”).

Further, the Board decided not to obtain a fairness opinion. The officers and directors of RONI have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, and the Board concluded that this experience and background, together with the assistance of RONI’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement, including (without limitation) NET Power’s strategic focus on and demonstrable contributions toward providing global access to clean, reliable, baseload power, sustainability, the quality and benefits of NET Power’s technology, the experience and technical proficiency of the management team, and the benefits associated with widespread adoption of NET Power’s technology. More specifically, the Board took into consideration the following factors or made the following determinations, as applicable, in support of the Business Combination:

•        Global need for clean, reliable, low-cost baseload power generation and NET Power’s potential to play a large role in servicing this need.    RONI’s management and the Board believe that clean, reliable and low-cost baseload power generation is critical to the future of global energy systems. NET Power’s cost and expected reliability relative to leading alternatives, including renewables with energy storage, nuclear, geothermal, and hydrogen, make it a leading candidate to play a significant role in the future of energy. RONI management and the Board believe that the recent global dislocations in the energy markets demonstrate the need for energy security, reliability and affordability and believe that the NET Power technology has the actionable potential to accomplish these objectives.

•        Satisfaction of a sufficient number of the acquisition criteria that RONI established to evaluate prospective business combination targets.    RONI management has been focused on identifying targets that would benefit from a partnership with the RONI team given its background in the energy sector. Targets for the Board and RONI management focused on clean baseload generation satisfied RONI’s acquisition criteria by operating in high growth, large TAM markets with favorable long-term market dynamics and, as a result, RONI management focused on those targets primarily. NET Power specifically was identified as a business with differentiated attributes that provided RONI management confidence in the prospects of the Company, particularly when compared to others in the clean baseload generation space that focus on geothermal, nuclear, hydrogen and other CCUS technologies.

•        Experienced management team.    The Board determined that NET Power’s management team, taking into account the planned installation of Mr. Rice as the incoming Chief Executive Officer of the post-closing public company, is proven and positioned to successfully lead NET Power after the Business Combination. The Board also believes the engineering and technical capabilities of the NET Power management team will allow them to successfully scale the technology from the demonstration facility to a utility-scale 300MWe facility.

•        Commitment from NET Power LLC’s existing owners and stakeholders.    The Board considered that NET Power LLC has historically attracted capital investment and other support from well-regarded industry participants, including 8 Rivers, Constellation, OXY and Baker Hughes. Further, 8 Rivers, Constellation and OXY demonstrated support for the proposed Transaction with additional PIPE commitments in connection with the Business Combination. In addition, the Joint Commercial Committee, comprised of representatives from NET Power and NPI, has also selected Odessa, NET Power’s first utility-scale project, as Serial Number 1, and the Board of NET Power was supportive of this decision.

•        NET Power’s post-closing financial condition.    The Board also considered NET Power’s outlook and capital structure, taking into consideration that after consummation of the Business Combination, NET Power Corp will have additional cash on its balance sheet, better positioning it to commercialize and deploy the NET Power technology. Furthermore, even under high-redemption scenarios considered by the Board, the proceeds from the PIPE raise are expected to be sufficient to fund the NET Power corporate operations and cash needs through commercialization of the first utility-scale facility, estimated to occur in 2026.

•        Valuation supported by financial analyses and due diligence.    The Board determined that the valuation analyses conducted by RONI’s management team, based on NET Power’s historical private financing rounds and the implied valuations of those private financings, comparable companies analysis, and the Scenario Analysis, supported the equity valuation of NET Power. As part of this determination,

RONI’s management, the Board, legal counsel, financial advisors, and consultants performed due diligence reviews of NET Power and discussed with NET Power management and certain stakeholders the legal, financial, technical, operational and manufacturing outlook of NET Power.

The Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Business Combination including (without limitation) high redemptions, complexities related to the shareholder vote, litigation and threats of litigation and broader macroeconomic risks. Specifically, the Board considered the following issues and risks:

•        Risks that the benefits described above may not be achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected time frame.

•        Risk of the liquidation of RONI.    The risks and cost to RONI if the Business Combination is not completed, including the risk of diverting management’s focus and resources from other business combination opportunities, which could result in RONI being unable to effect a business combination in the requisite time frame and force RONI to liquidate.

•        Risks associated with NPI’s ability to successfully develop and manufacture the turbo expander equipment package.    The risk that NPI may be unable to successfully develop and commercialize the required turbo expander equipment package or may not be able to achieve the expected time frame.

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits RONI from soliciting other business combination proposals, which restricts RONI’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

•        Risks regarding the shareholder vote.    The risk that RONI’s shareholders may fail to provide the votes necessary to effect the Business Combination.

•        Limitations of review.    The Board did not obtain an opinion from any independent investment banking or accounting firm that the consideration to be exchanged is fair to RONI, NET Power or their respective shareholders from a financial point of view.

•        Closing conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within RONI’s control, including approval by RONI’s shareholders and approval by the NYSE of the initial listing application in connection with the Business Combination.

•        Potential Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and expenses.    The risk that fees and expenses associated the Business Combination may be greater than expected.

•        Other risk factors.    Various other risk factors associated with the respective businesses of RONI and NET Power.

The Board concluded that the potential benefits that it expected RONI and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board unanimously determined that the Business Combination Agreement, including the Business Combination, were advisable, fair to, and in the best interests of, RONI and its shareholders.

Certain Valuation and Financial Analyses

NET Power’s Private Financing History Analysis

The Board considered NET Power’s historical private financing rounds, the implied valuation of NET Power LLC in each financing round, and valuation increase or “step-up” from each round to the subsequent round, relative

to various financial and operational developments. Since 2012, NET Power has raised over $200 million of private funding from certain industry-leading companies. NET Power’s historical financing rounds are summarized in the table below:

____________

(1)      This figure includes $335 million of cash in the Trust Account (excluding interest earned thereon and the Rice family’s $10 million investment in connection with the RONI IPO), Rice friends and family investment of $100 million (including the Rice family’s $10 million investment in the RONI IPO and $90 million invested in the PIPE), OXY’s investment of $100 million in the PIPE and additional PIPE investments of $35 million, before giving effect to transaction expenses, which are estimated to be $35 million.

(2)      This figure includes the Founder Units and the Sponsor Units, in addition to the pre-money valuation and capital raised in connection with the Transactions.

NET Power has a history of valuation step-ups tied to specific milestones that bring in new strategic investors who strengthen its path to commercialization. Constellation invested in 2014 at a 2.1x step-up to the prior round following the milestone of engineering cost and design validation provided by McDermott. Constellation has operational and market experience with large scale generation assets and supported the construction and operation of the demonstration facility at La Porte, adding substantial value as a strategic investor. OXY invested in 2019 at a 1.8x step up to the prior round following the milestone of the La Porte test facility achieving first-fire in May of 2018, representing the first field validation of the NET Power technology. OXY is one of the largest transporters and consumers of CO2 globally and provides a clear solution to carbon management for NET Power, adding substantial value as a strategic partner. Baker Hughes invested through its affiliate, BHES, in 2022 following additional La Porte testing campaigns, including the ERCOT grid sync in November of 2021.

The Board determined that the equity valuation of NET Power is reasonable relative to NET Power’s recent private valuations, specifically in connection with the Baker Hughes investment and associated joint development arrangement, in each case, through affiliates. The Baker Hughes investment, as described above in “— Information About NET Power” not only provided a recent valuation for the business, but also is a major milestone for NET Power that the Board believes may generate create significant value assuming NET Power and NPI, Baker Hughes’ affiliate, successfully develop and commercialize NET Power’s technology in the expected time frame. NPI is one of the leading global manufacturers of specialized turbomachinery. NPI is expected to provide performance guarantees to potential purchasers of key process equipment packages, to be used in NET Power plants and developed in accordance with the statements of work that are a part of the Amended and Restated JDA and the Commercial Agreement, on such terms and conditions as NPI and its affiliates customarily provide in supply agreements for equipment of equivalent levels of technical readiness. The values of technical parameters associated with such guarantees are to the integrated with other critical plant equipment by the plant integrator to result in the overall plant performances and associated guarantees provided by the latter. Such performance will be critical to the efficiency and economics of the NET Power technology and are ultimately important to entice large utility customers to purchase licenses from NET Power. On this basis, RONI believes the Amended and Restated JDA serves as a de-risking event for the commercialization of NET Power’s technology.

The Board also considered several material developments subsequent to the Baker Hughes investment and strategic partnership that further supported NET Power’s valuation. The main development that had a positive impact to the value proposition of NET Power was the Inflation Reduction Act which passed in August 2022. Installing Mr. Rice as the Chief Executive Officer of NET Power was another significant change that will drive value creation given his experience building successful energy companies. Finally, NET Power has made significant progress towards identifying potential partners for its first plant and ultimately received commitments from each of its owners who plan to form a consortium to jointly develop NET Power’s first utility-scale plant. The combination of these three developments, and significant commercial progress NET Power has made since the Baker Hughes investment and strategic partnership, were all considered to be material, positive value drivers by the Board and further supported the Board’s decision to support the proposed transaction.

Comparable Companies Analysis

RONI’s management relied upon a comparable company analysis it conducted with the assistance of Guggenheim Securities to assess the value that the public markets would likely ascribe to NET Power following a business combination with RONI, and RONI’s management presented this analysis to the Board. The relative valuation analysis was based on selected publicly traded and well-regarded private companies in similar energy technology sub-sectors with either no current revenues or very little current revenues. The selected companies were chosen because they were determined by RONI’s management to be the most relevant in their particular sub-sector (but, for the avoidance of doubt, each of the selected companies is not necessarily a direct competitor of NET Power). These companies may share certain characteristics that are similar to those of NET Power, but the Board recognized that no company was a direct comparable to NET Power.

Using publicly available information, RONI’s management also reviewed with the Board, among other things, the enterprise values (defined as market capitalization plus net debt plus minority investments minus unconsolidated investments) of such companies in connection with either their initial business combination or most recent private capital raise, as applicable, compared to the immediately preceding capital raise. The enterprise value “step-ups” (defined as the pre-money valuation before the initial business combination or most recent capital raise divided by post-money valuation after previous most recent capital raise) for the selected comparable companies are summarized in the table below:

Based on the review of these selected comparable companies, the Board concluded that NET Power’s estimated enterprise value step-up implied by this transaction of 1.6x (calculated as the expected pre-money valuation before the Business Combination of $1.357 billion divided by the post-money valuation after the most recent BHES capital raise of approximately $832 million) was attractive relative to the step-ups for such comparable companies.

Using publicly available information, RONI’s management also reviewed with the Board, among other things, the current enterprise values or enterprise values implied by most recent capital raise with respect to each selected comparable company. The enterprise values for each of the selected comparable companies are summarized in the table below:

____________

(1)      Data included in the table above is provided as of November 25, 2022.

Based on the review of these selected comparable companies, the Board concluded that NET Power’s estimated enterprise value implied by this transaction of approximately $1.4 billion was attractive relative to the enterprise values for such comparable companies.

The Board viewed NET Power’s enterprise value step up and total enterprise value as a relevant valuation measure on which to evaluate NET Power’s value based on their belief that these methods are prevalent and relevant metrics for well-established disruptive energy technology disruptors. The results of this analysis (as described above) supported the Board’s determination, based on a number of factors, that the terms of the merger were fair to and in the best interests of NET Power and its stockholders.

Scenario Analysis

The other valuation and financial analysis considered by RONI’s management and the Board was the Scenario Analysis, through which the Board evaluated potential NET Power plant deployment scenarios and the potential value to NET Power in each deployment scenario. In order to calculate the potential value of the NET Power plants deployed, RONI’s management, with the assistance of Guggenheim Securities, as RONI’s financial advisor, first calculated the present value, assuming a 10% annual discount rate (“PV10”), of the expected licensing cash flows from a single NET Power plant. The schedule below illustrates the assumptions underpinning the approximately $65 million present value of the single NET Power plant (at the midpoint). The reason for using the PV10 framework was to mitigate the significant timing impacts of deployments schedules on the overall valuation of NET Power.

To evaluate the relative probabilities of potential plant deployment scenarios, RONI management engaged DeSolve. DeSolve is a consulting firm providing experienced knowledge in energy systems and decision support for investors, technology ventures, and other clients working to accelerate the deployment of clean energy solutions.

DeSolve produced a detailed report for RONI management and the Board showcasing a comprehensive analysis of the potential deployment of the NET Power cycle in the U.S. power system in light of recent incentives for decarbonization approved by the U.S. Congress in the Inflation Reduction Act. The report builds on the methodology used by the REPEAT Project at Princeton University to assess the impacts of the Inflation Reduction Act in the transition of the power sector and its impact on aggregate carbon emissions in the United States. The REPEAT Project provides independent modeling of the impacts of federal energy and climate legislation and regulations and is used by a wide variety of stakeholders to understand pending and recently enacted policies. The REPEAT Project’s modelling of the Inflation Reduction Act incentives found that in the U.S. alone, by 2035, approximately 67 GW of natural gas fired generation with carbon capture and sequestration (“CCS”) would be constructed to meet electricity demand. The analysis assumed the operational parameters of a NET Power plant for modeling the contribution of natural gas fired generation with CCS, but assumed more conservative cost and efficiency metrics as compared to NET Power’s estimates. For reference, 67 GW is expected to equate to approximately 224 NET Power plants.

DeSolve replicated the methodology used by the REPEAT project but used projected NET Power Gen 1 and Gen 2 cost and efficiency metrics, and the resulting systems model was supportive of the potential value, competitiveness and deployment of NET Power’s technology. The key findings from DeSolve’s analysis are summarized below.

•        Near-term and long-term deployment potential of the NET Power Cycle.    The potential deployment of the NET Power cycle technology could achieve ~15 GW by 2030 and ~580 GW by 2050 under expected cost and performance.

•        Medium-term constraints to deployment.    In the medium-term, the limiting constraint for the deployment of the NET Power cycle technology will be the scaling of the supply-chain and the project development capacity, not project economics since the modeling hits the maximum deployment bounds every year until 2030.

•        Long-term contribution to U.S. electricity generation.    By 2050, NET Power cycle technology could contribute ~25% of total electricity generation in the United States, playing a crucial role in complementing and firming variable renewable energy resources.

•        Impact of Inflation Reduction Act incentives.    The incentives included in the Inflation Reduction Act have de-risked NET Power’s deployment in the medium term as shown by broader policy analysis (e.g., REPEAT Project) and enhanced cost competitiveness from $85 per ton 45Q tax credits; long-term, continuation of decarbonization incentives, in-line with decarbonization goals, will be key for continued growth of the NET Power cycle and other renewable generation sources.

•        Factors impacting growth potential.    Under the new policy support mechanisms approved by the Inflation Reduction Act, NET Power cycle growth prospects are partially insulated from higher expected capital costs and higher natural gas prices until 2035; thereafter, potential higher natural gas prices present a risk factor for competitiveness and deployment.

Further, DeSolve modelled four potential NET Power plant deployment scenarios sensitizing capital investment costs per NET Power plant and natural gas prices: (i) base case, (ii) higher capex case, (iii) higher natural gas price case and (iv) higher capex and natural gas price case. DeSolve concluded that under the recently approved support policies in the Inflation Reduction Act, deployment of NET Power plants is not materially sensitive through 2035 to higher capex or natural gas prices. Post-2035, NET Power plant deployment is negatively impacted by increases in capex and natural gas prices but continues to grow steadily in all scenarios, including the worst-case scenario referenced in (iv), above, combining higher capex and higher natural gas prices. The table below summarizes the various NET Power plant deployment scenarios by 2050 in GW.

RONI’s management and the Board concluded that, based on the Scenario Analysis, NET Power could have a potential discounted present value of approximately $3.9 to $8.4 billion, which supported the equity valuation of NET Power. This potential discounted present value range is calculated as follows:

1.      Calculated the potential deployment of NET Power plants by 2050 in GW, as modelled by DeSolve. DeSolve estimates that ~578 GW could be deployed in its base case scenario described in (i), above;

2.      Calculate the implied number of NET Power plants by converting ~578 GW into NET Power plants assuming 300 MW per plant. This implies approximately 1,928 utility-scale NET Power plants deployed;

3.      Calculate the implied future value of those NET Power plants assuming approximately $60 to $70 million per NET Power plant (range based on the mid-point of $65 million per plant described above);

4.      Discount the implied future value of those cumulative NET Power plant deployments, equal to a range of approximately $116 to $135 billion, to today assuming a 20% discount rate as the weighted average cost of capital of NET Power; and

5.      Subtract approximately $250 million of capitalized NET Power corporate G&A expenses and future capital investment commitments stemming from the Amended and Restated JDA to determine a potential discounted value of NET Power today.

As additional reference points, the RONI management and the Board analyzed NET Power cycle deployment at scenarios based on well-respected publicly available frameworks and academic studies, including an illustrative S-Curve deployment case and a deployment schedule based on an MIT study.

The S-Curve deployment schedule was utilized to illustrate potential market adoption using a formulaic approach derived from the Bass Diffusion Model. This model is primarily driven by a formula developed to estimate the market adoption of new technologies. The three main inputs to this formula are long term market size, P coefficient (rate of adoption) and Q coefficient (rate of imitation). In this analysis the P and Q coefficients used were based on averages seen across a wide range of historical technology adoption curves. In order to develop the long-term market size, RONI management assumed a total power generation market size of greater than 42,000 TWh and a 3% market capture assumption which is equal to approximately 529 NET Power plants deployed. RONI management believes this is a reasonable assumption based on an analysis of the combined-cycle gas turbine market. Specifically, RONI’s management estimates, based on publicly available data, that the leading combined-cycle gas turbine OEM companies individually comprises ~4-6% of the current market which was the primary data point relied upon to support RONI’s 3% market capture.

The MIT deployment schedule is based on an analysis published in November 2020 by Jennifer Morris, Haroon Kheshgi, Sergey Paltsev and Howard Herzog that uses the MIT Economic Projection and Policy Analysis model (MIT EPPA) to explore factors influencing CCS deployment in power generation. This takes into account climate policy stringency as a factor to the speed and level of CCS deployment, with gas CCS requiring higher carbon prices to be competitive and its deployment depending on regional natural gas prices. This study finds that by the year 2100, CCS is applied to almost 40% of world electricity production, one third from coal with CCS and the other two thirds from natural gas with CCS. RONI management assumed a deployment schedule that is in line with the growth in natural gas with CCS power generation through 2050.

The TAM-based S-Curve analysis estimates approximately 529 NET Power plants will be deployed by 2050 and the MIT Study estimates that approximately 1,193 plants will be deployed by 2050. Even at the lower end of this range the implied future value of NET Power would be approximately $34 billion (529 plants multiplied by the single-plant PV10 of $65 million) and the implied discounted present value would be approximately $2.6 billion at the midpoint after subtracting the capitalized corporate G&A and estimated capital expenditures as described above. RONI’s management and the Board determined that the valuations implied by the S-Curve analysis and MIT study confirmed DeSolve’s findings and are reasonable and attractive relative to the proposed DeSPAC valuation of approximately $1.4 billion.

The full text of DeSolve’s report, dated September, 2022, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with their analysis, is attached as Annex L to this proxy statement/prospectus and is incorporated herein by reference. DeSolve’s report was provided for the use and benefit of RONI’s management team and the Board in their evaluation of the Business Combination. DeSolve’s report does not address RONI’s underlying business decision to effect the Business Combinations or the relative merits of the Business Combinations as compared to any alternative business strategies or transactions that might be available to RONI. Further, DeSolve’s report does not constitute a recommendation as to how any holder of securities of RONI or any other person should vote or act with respect to the Business Combination or any other matter.

The results of these analyses (as described above) supported the Board’s determination, based on a number of factors, that the terms of the merger were fair to and in the best interests of NET Power and its stockholders.

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to vote in favor of the Business Combination, shareholders should be aware that aside from their interests as shareholders, our Sponsor and certain members of our Board and officers have interests in the Business Combination that may be different from, or in addition to, those of other shareholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, approving the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

•        the fact that the RONI Initial Shareholders and RONI directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $26,000 for the Founder Shares, 2,500 Class A Shares and 100 Class A Units of Opco, and upon the completion of the Business Combination, the Founder Shares will convert into Class B Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination, subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Sponsor Letter Agreement. As a result, our Sponsor ultimately expects to receive [            ] Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $[            ] based on the closing price of $[            ] per public share on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, resulting in a theoretical gain of $[            ], but, given the restrictions on such shares, RONI believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose such theoretical gain;

•        the fact that the RONI Initial Shareholders and RONI directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if RONI fails to complete an initial business combination by June 18, 2023 resulting in a loss of approximately $10,900,000;

•        the fact that our Sponsor paid an aggregate of $10,900,000 for its 10,900,000 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by June 18, 2023;

•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to RONI may be converted into warrants to purchase Class A Shares at a price of $1.00 per warrant at the option of the lender;

•        the fact that RONI’s officers and directors, other than RONI’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;

•        the anticipated designation of Daniel J. Rice, IV as the Chief Executive Officer and director of NET Power Inc. and J. Kyle Derham as a director of NET Power Inc. following the Business Combination;

•        the continued indemnification of RONI existing directors and officers under the Articles of Association and the continuation of RONI’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and RONI’s officers and directors will lose their entire investment of approximately $10,900,000 in RONI and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $[            ] million sponsor loan is awaiting reimbursement as of the date hereof) if an initial business combination is not consummated by June 18, 2023. As described above, following the business combination, our Sponsor ultimately expects to receive [            ] Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of RONI’s four independent directors held 30,000 Founder Shares. Additionally, our Sponsor purchased 10,900,000 private placement warrants to purchase Class A Shares simultaneously with the consummation of the RONI IPO for an aggregate purchase price of $10,900,000. The [            ] Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $[            ] based upon the closing price of $[            ] per public share on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The 10,900,000 private placement warrants held by our Sponsor would have had an aggregate market value of $[            ] based upon the closing price of $[            ] per public warrant on the NYSE on [            ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus;

•        the fact that if the Trust Account is liquidated, including in the event RONI is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify RONI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which RONI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to RONI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other RONI shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail under “— Related Agreements.”

These interests may influence our directors in making their recommendations that you vote in favor of the approval of the Business Combination.

Potential Purchases of Public Shares

In connection with the shareholder vote to approve the proposed Business Combination, our Sponsor, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from our shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and would include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors or officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of such purchases would be to increase the likelihood of obtaining shareholder approval of the Business Combination.

Total Shares to be Issued in the Business Combination

It is anticipated that, upon completion of the Business Combination: (i) our public shareholders will retain an ownership interest of approximately [            ]% in NET Power Inc.; (ii) the PIPE Investors will own approximately [            ]% of NET Power Inc. (such that public shareholders, including PIPE Investors, will own approximately [            ]% of NET Power Inc.); (iii) our Sponsor will own approximately [            ]% of NET Power Inc.; and (iv) the Existing NET Power Holders will own approximately [            ]% of NET Power Inc.

The PIPE Investors have agreed to purchase in the aggregate 22,045,000 Class A Common Stock at a purchase price of $10.00 per share. For more information, please see the sections entitled “Summary of the Proxy Statement — Unaudited Pro Forma Condensed Combined Financial Information.”

Related Agreements

Sponsor Letter Agreement

In connection with signing the Business Combination Agreement, RONI, our Sponsor, RONI Opco, NET Power and certain members of RONI’s board of directors and/or management (collectively, the “Insiders”) entered into a letter agreement, dated December 13, 2022 (the “Sponsor Letter Agreement”), pursuant to which Sponsor and the Insiders agreed to (i) vote all of their shares of RONI in favor of the Business Combination Agreement; (ii) be

bound by certain transfer restrictions in advance of Closing in respect of the shares of RONI each presently holds; and (iii) waive certain of the anti-dilution and conversion rights with respect to their shares of RONI and RONI Opco units, which had been granted in connection with the RONI IPO.

Pursuant to the Sponsor Letter Agreement, 1,000,000 RONI Interests held by Sponsor will be forfeited and canceled for no further consideration. Additionally, (a) 1,000,000 of Sponsor’s RONI Interests will be subject to forfeiture, and vest, incrementally, if the gross proceeds raised by RONI in connection with the Business Combination exceed $300,000,000 as of the Closing (incrementally vesting until the gross proceeds exceed $397,500,000); (b) 552,536 of Sponsor’s RONI Interests will be subject to forfeiture, and vest if the gross proceeds exceed $397,500,000 as of the Closing; and (c) 986,775 of Sponsor’s RONI Interests will be subject to forfeiture, and vest in equal one-third increments if, over any 20 trading days within any 30 consecutive trading-day period during the three years following the Closing, the trading share price of Class A Common Stock equals or exceeds $12.00 per share, $14.00 per share and $16.00 per share, respectively (or if RONI consummates a sale that would value such shares at the aforementioned thresholds).

Sponsor and RONI’s independent directors also agreed to be bound by certain “lock-up” provisions, pursuant to the terms and conditions of the Sponsor Letter Agreement, as follows: (i) 3,510,643 of Sponsor’s and the Insiders’ RONI Interests will be restricted from transfer for a period of one year following the Closing and (ii) 1,575,045 of Sponsor’s RONI Interests will be restricted from transfer for a period of three years following the Closing, in each case, subject to customary exceptions and potential early-release based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

Support Agreement

Concurrently with the execution of the Business Combination Agreement, RONI, Sponsor, NET Power and certain holders of NET Power equity (collectively, the “Company Unitholders”) entered into a Support Agreement (the “Support Agreement”), pursuant to which each Company Unitholder agreed to, among other things, (i) retain their respective equity interests, (ii) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (iii) be bound by certain other covenants and agreements related to the Business Combination.

Amended and Restated Joint Development Agreement

On December 13, 2022, NET Power entered into the Amended and Restated JDA with RONI, RONI Opco, NPI, and NPT. The Amended and Restated JDA amends and restates the Original JDA, which was entered into in connection with a capital investment by BHES into NET Power (described below), to allow for the joint development of a turbo expander prototype for use in Power Plants (as defined in the Amended and Restated JDA), including a combustor (the “Joint Development”).

The development work to be undertaken by NPI and related milestones are described in statements of work. Subject to limited exceptions, NET Power will be required to reimburse NPI for all costs associated with the performance of its obligations under the applicable statement of work. A percentage of such reimbursement, to be selected by NET Power prior to Closing in accordance with the terms of the Amended and Restated JDA, will be paid in cash with the remaining amount being paid via issuance of additional Class A Units of RONI Opco and Class B Common Stock to NPI or its designee. Similarly, NET Power will be required to reimburse NPI for certain cost overruns through a combination of cash and issuance of securities, as provided in the Amended and Restated JDA. Furthermore, NPI or its designee will receive additional Class A Units of RONI Opco and Class B Common Stock of RONI in up to an amount equal to the product of 64,799 and the Exchange Ratio (as defined in the Amended and Restated JDA), upon the achievement of certain milestones and the occurrence of certain other events. Additionally, NPI (or its designee) shall receive 47,000 shares of NET Power immediately prior to the Closing of the Business Combination per the Change of Control (as defined in the Amended and Restated JDA) terms of the Amended and Restated JDA.

The Amended and Restated JDA is subject to customary covenants, representations and warranties. The term of the Amended and Restated JDA expires on the later of February 3, 2027 or the completion or termination of the statements of work, unless terminated earlier in accordance with the agreement. Either of NET Power or NPI may terminate the Amended and Restated JDA upon 15 days’ prior notice to the other parties in the event of occurrence or continuation of certain events or material breaches of the terms of the Amended and Restated JDA. Furthermore, NPI may terminate the Amended and Restated JDA upon the occurrence of a change of control, other than the Business Combination.

Stockholders’ Agreement

Pursuant to the Business Combination Agreement, in connection with the Closing, RONI, RONI Opco, and certain Existing NET Power Holders will enter into the Stockholders’ Agreement, a copy of the form of which is attached to this proxy statement as Annex E, which provides that, among other things, (i) the NET Power Inc. Board is expected to initially consist of nine members (which may be increased to comply with independence requirements), (ii) the holders of a majority of the Company Interests (as defined in the Stockholders’ Agreement) held by the Sponsor Holders (as defined in the Stockholders’ Agreement) will have the right to designate one director for appointment or election to the NET Power Inc. Board for so long as the Sponsor Holders hold at least 5% of the issued and outstanding voting interests of NET Power Inc. or Sponsor’s Percentage Interest represents at least 50% of its Initial Percentage Interest, (iii) OXY will have the right to designate two directors for appointment or election to NET Power Inc. Board for so long as OXY holds at least 20% of the issued and outstanding voting interests of NET Power and will have the right to designate one director for appointment or election to the NET Power Inc. Board for so long as OXY holds at least 10% of the issued and outstanding voting interests of NET Power, (iv) 8 Rivers will have the right to designate one director for appointment or election to NET Power Inc. Board, with such director being independent, for so long as 8 Rivers holds at least 10% of the issued and outstanding voting interests of NET Power Inc. or 8 Rivers’ Percentage Interest represents at least 50% of its Initial Percentage Interest, (v) Constellation will have the right to designate one independent director for appointment or election to the NET Power Inc. Board, with such director being independent, for so long as Constellation holds at least 10% of the issued and outstanding voting interests of NET Power Inc. or Constellation’s Percentage Interest represents at least 50% of its Initial Percentage Interest, (vi) the NET Power Inc. Board shall take all necessary action to designate the person then serving as the Chief Executive Officer of NET Power Inc. for appointment or election to the NET Power Inc. Board during the term of the Stockholders’ Agreement and (vii) the Board shall designate (at least) three Independent Directors to serve on NET Power Inc. Board during the term of the Stockholders’ Agreement. If the director nominated by the Sponsor Holders is not reasonably determined, based on the advice of NET Power Inc.’s counsel, to be an “independent director” for purposes of NYSE rules, NET Power Inc. Board shall be permitted in its sole discretion to increase the size of the Board to 11 members, and to fill the two additional directorships with two additional “independent directors” nominated by the NET Power Inc. Board.

Additionally, pursuant to the terms of the Stockholders’ Agreement, the Existing NET Power Holders party thereto will be granted certain customary registration rights. Also, the Existing NET Power Holders party to the Stockholders’ Agreement will be subject to a lock-up period from the Closing Date (as defined in the Stockholders’ Agreement) on transferring their equity interests in NET Power Inc. and RONI Opco, with 33 1/3% of the Company Interests (as defined in the Stockholders’ Agreement) issued to each of the Existing NET Power Holders party to the Stockholders’ Agreement in connection with the Business Combination being subject to a three-year lockup (subject to early expiration based on the per share trading price of Class A Common Stock), and 66 2/3% of the Company Interests issued to each of the Existing NET Power Holders party to the Stockholders’ Agreement in connection with the Business Combination being subject to a one-year lockup (subject to early expiration based on the per share trading price of Class A Common Stock).

Tax Receivable Agreement

The future exchange of Opco Units for Class A Common Stock (or cash) pursuant to the Opco LLC Agreement may produce favorable tax attributes for NET Power Inc. The resulting anticipated tax basis adjustments may increase (for applicable income tax purposes) NET Power Inc.’s depreciation and amortization deductions and therefore may reduce the amount of income tax it would be required to pay in the future in the absence of this increased basis. This increased tax basis may also decrease the gain (or increase the loss) on future dispositions of certain assets to the extent the tax basis is allocated to those assets.

Concurrently with the completion of the Business Combination, NET Power Inc. will enter into the Tax Receivable Agreement, in substantially the form attached to this proxy statement/prospectus as Annex K. Pursuant to the Tax Receivable Agreement, NET Power Inc. will be required to pay to certain Opco Unitholders 75% of the tax savings that NET Power Inc. realizes as a result of increases in tax basis in Opco’s assets resulting from the future exchange of Opco Units for Class A Common Stock (or cash) pursuant to the Opco LLC Agreement, as well as certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement. Further, to the extent that RONI does not make payments under the Tax Receivable Agreement when due, as a result of having insufficient funds or otherwise, interest will generally accrue at a rate equal to SOFR plus 100 basis points, or in some cases SOFR plus 600 basis points, until paid. Nonpayment of NET Power Inc.’s obligations for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement, and therefore may accelerate

payments due under the Tax Receivable Agreement resulting in a lump-sum payment, which may be substantial. If NET Power Inc. does not have sufficient funds to pay its obligations under the Tax Receivable Agreement, it may borrow funds and thus its liquidity and financial condition could be materially and adversely affected.

The increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of public shares at the time of the exchange, whether such exchanges are taxable, the amount and timing of the taxable income NET Power Inc. generates in the future, the U.S. federal and state tax rates then applicable, and the portion of its payments under the Tax Receivable Agreement constituting imputed interest. Payments under the Tax Receivable Agreement are expected to give rise to certain additional tax benefits attributable to either further increases in basis or in the form of deductions for imputed interest, depending on the circumstances. Any such benefits are covered by the Tax Receivable Agreement and will increase the amounts due thereunder. In addition, the Tax Receivable Agreement will provide for interest, generally at a rate equal to SOFR plus 100 basis points or in some cases SOFR plus 600 basis points, accrued from the due date (without extensions) of NET Power Inc.’s U.S. federal income tax return for the year to which the payment relates to the date of payment under the Tax Receivable Agreement.

The payments that NET Power Inc. will be required to make under the Tax Receivable Agreement may be substantial. For the sake of illustration, if there were an exchange of all of the outstanding Opco Units (other than those held by NET Power Inc.) immediately after the Business Combination in exchange for Class A Common Stock, the estimated tax benefits to NET Power Inc. subject to the Tax Receivable Agreement would be approximately $339.8 million undiscounted, and the related undiscounted payment to the parties to the Tax Receivable Agreement equal to 75% of the benefit would be approximately $254.9 million. Alternatively, if the Tax Receivable Agreement were terminated immediately after the Business Combination in an early termination, the estimated lump-sum payment under the Tax Receivable Agreement would be approximately $63.2 million. The foregoing figures are based on certain assumptions, including, but not limited to, (i) a $10.00 per share trading price of Class A Common Stock, (ii) a 22.28% federal corporate income tax rate and certain estimated state and local income tax rates, (iii) no material changes in U.S. federal income tax law, that NET Power Inc. will have sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement, and, (iv) in the case of an early termination, a 20% discount rate as the weighted average cost of capital. Any payments that NET Power Inc. will be required to make under the Tax Receivable Agreement will reduce cash that would otherwise have been available to NET Power Inc. for other uses, some of which could benefit the holders of Class A Common Stock. Furthermore, NET Power Inc.’s future obligation to make payments under the Tax Receivable Agreement could make it a less attractive target for an acquisition.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that NET Power Inc. determines. Although NET Power Inc. is not aware of any issue that would cause the U.S. Internal Revenue Service, or IRS, to challenge a tax basis increase or other tax attributes subject to the Tax Receivable Agreement, if any subsequent disallowance of tax basis or other benefits were so determined by the IRS, generally NET Power Inc. would not be reimbursed for any payments previously made under the Tax Receivable Agreement (although it would generally reduce future amounts otherwise payable under the Tax Receivable Agreement). As a result, the amounts that NET Power Inc. pays under the Tax Receivable Agreement may significantly exceed the actual tax savings that it ultimately realizes. NET Power Inc. may need to incur debt to finance payments under the Tax Receivable Agreement to the extent its cash resources are insufficient to meet its obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. In these situations, NET Power Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that NET Power Inc. will be able to finance its obligations under the Tax Receivable Agreement.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless NET Power Inc. exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement (subject to certain assumptions), or certain other acceleration events, including a Change of Control (as defined in the Tax Receivable Agreement), occur.

Amended and Restated Limited Liability Company Agreement of Opco

Following the Business Combination, NET Power Inc. will be organized in an “Up-C” structure, such that RONI and the subsidiaries of RONI will hold and operate substantially all of the assets and business of NET Power, and RONI will be a publicly listed holding company that will hold equity interests in NET Power. At Closing, RONI Opco will amend and restate its limited liability company agreement in its entirety.

Subscription Agreements

On December 13, 2022, RONI entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and RONI has agreed to issue and sell to the PIPE Investors, an aggregate of 22,545,000 shares of Class A Common Stock following its Domestication for an aggregate purchase price of $225,450,000, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). Each Subscription Agreement contains customary representations and warranties of RONI, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.

RONI has agreed with the Open Market Purchase Rights PIPE Investors (which includes OXY, Messrs. Derham and Burrus, trusts for the benefit of Mr. Rice or his family members, and other individuals that may be considered affiliates of RONI or the Sponsor) that such investors may reduce the number of shares of Class A Common Stock to be purchased by such investors pursuant to their Subscription Agreements by up to 10.0 million shares in the aggregate if, among other things, they purchase Ordinary Shares in open market transactions at a price of less than $9.97 per share prior to the Closing Date, do not vote any such Ordinary Shares in favor of approving the Business Combination and instead submit a proxy abstaining from voting thereon and, to the extent they have the right to have all or some of their Ordinary Shares redeemed for cash in connection with the consummation of the Business Combination, not exercise any such redemption rights.

Board of Directors of NET Power Inc.

Upon consummation of the Business Combination, NET Power Inc. Board will continue to be classified into three classes, with each Class I director having a term that expires at NET Power Inc.’s annual meeting of stockholders in 2024, each Class II director having a term that expires at NET Power Inc.’s annual meeting of stockholders in 2025 and each Class III director having a term that expires at NET Power Inc.’s annual meeting of stockholders in 2026, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

In connection with the Business Combination, J. Kyle Derham, Daniel J. Rice, IV, [            ] and [            ] have each been nominated to serve as directors of NET Power Inc. upon completion of the Business Combination. Pursuant to the Stockholders’ Agreement, (i) Mr. Derham was designated by the Sponsor Holders, (ii) [            ] and [            ] were designated by OXY, (iii) [            ] was designated by 8 Rivers and (iv) [            ] was designated by Constellation. Mr. Rice will serve as the Chief Executive Officer of NET Power Inc., and [            ] are the four independent director nominees. Please see the section entitled “Proposal No. 4 — The Director Election Proposal” for additional information.

Sources and Uses for the Business Combination

The following tables summarize the estimated sources and uses for funding the Business Combination (all numbers in millions): [            ]

Name; Headquarters

The name of the combined company after the Business Combination will be NET Power Inc., and our headquarters will be located at [            ].

Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of RONI as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of NET Power Inc. immediately following the Domestication will be the same as those of RONI immediately prior to the Domestication.

The Business Combination

RONI was formed on February 2, 2021. It is the managing member of RONI Opco, which was formed February 3, 2021, as a result of its 34,502,000 Class A units of RONI Opco, and Sponsor and the RONI independent directors are the limited partners of RONI Opco. Upon formation of RONI Opco, Sponsor held 100 Class A units of RONI Opco and 8,534,900 Class B units of RONI Opco, and RONI’s independent directors held 90,000 Class B units of RONI Opco. Due to RONI Opco’s limited liability company structure functioning like a limited partnership with RONI as the managing member having decision making authority and the limited partners not having any kick-out rights nor substantive participating rights, it was considered a VIE. On June 15, 2021, the IPO of RONI generated $345.0 million in cash that was subsequently contributed to RONI Opco for purposes of effecting the Business Combination at a later date. On July 26, 2022, RONI and NET Power executed a letter of intent to execute the Business Combination. On December 5, 2022, Buyer was formed as a wholly-owned subsidiary of RONI Opco, and Merger Sub was formed as a wholly-owned subsidiary of Buyer. Upon formation and through the Business Combination, neither Buyer nor Merger Sub had significant pre-combination activities or material assets, liabilities, revenues or operations, and they were each were determined to be non-substantive entities as it relates to the Business Combination. Under the proposed structure of the Business Combination, NET Power will be acquired by and will merge with and into Merger Sub in exchange for 135.9 million Class A units of RONI Opco (economic, non-voting) and 135.9 million shares of Class B Common Stock of RONI (voting, non-economic).

In accordance with FASB’s ASC Topic 810, the Business Combination triggers a VIE reconsideration event due to RONI Opco’s status as a VIE and due to its acquisition of NET Power through its 100% owned subsidiaries, Buyer and Merger Sub. Based on the organization of the Up-C structure, in applying a bottom-up approach to determining the consolidation of the entities involved in the Business Combination, NET Power, a previously unconsolidated entity having no common control relationship with of the entities involved in the Up-C structure, is considered to be acquired by RONI Opco as a result of it being wholly-owned by Buyer, a wholly-owned subsidiary of RONI Opco, with Buyer being considered a non-substantive entity. RONI Opco, which will subsequently be renamed to NET Power Operations LLC, will continue to be considered a VIE after the Business Combination, with RONI as its primary beneficiary. RONI was determined to be the primary beneficiary of RONI Opco before and after the acquisition of NET Power because RONI will ultimately be the sole managing member of RONI Opco, having the power to control the most significant activities of RONI Opco (through which it will also control NET Power), while RONI will also have an economic interest that provides it with the ability to participate significantly in RONI Opco’s benefits and losses under all redemption scenarios. RONI Opco, which will subsequently be renamed to NET Power Operations LLC, will continue to be considered a VIE after the Business Combination because it will continue to be structured as a limited partnership with a managing member, over whom the limited partners will lack both substantive kick-out and participating rights. As a result, NET Power will be treated as the “acquired” company for financial reporting purposes. Accordingly, since NET Power meets the definition of a business in ASC 805, for accounting purposes the Business Combination represents an acquisition of a business by RONI, and NET Power’s identifiable assets acquired, liabilities assumed and any non-controlling interests will be measured at their acquisition date fair value. The purchase consideration for the acquisition of NET Power consisted of the issuance of 135.9 million shares of newly issued Class B Common Stock of RONI, valued at $10.00 per share to arrive at a total consideration of $1.4 billion.