4//SEC Filing
Rice Acquisition Sponsor II LLC 4
Accession 0001213900-23-048266
CIK 0001845437other
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 6:48 PM ET
Size
31.0 KB
Accession
0001213900-23-048266
Insider Transaction Report
Form 4
NET Power Inc.NPWR
Rice Acquisition Sponsor II LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Units of Rice Acquisition Holdings II LLC
2023-06-08−100→ 0 total→ Class A Ordinary Shares (100 underlying) - Award
Class A Common Stock
2023-06-08+2,500→ 2,500 total - Award
Class B Common Stock
2023-06-08+8,535,000→ 8,535,000 total - Disposition to Issuer
Class A Ordinary Shares
2023-06-08−2,500→ 0 total - Disposition to Issuer
Class B Ordinary Shares
2023-06-08−8,535,000→ 0 total - Award
Class B Units of NET Power Operations LLC
2023-06-08+8,534,900→ 8,534,900 total→ Class A Common Stock (8,534,900 underlying) - Disposition to Issuer
Class B Units of NET Power Operations LLC
2023-06-08−1,000,000→ 7,534,900 total→ Class A Common Stock (1,000,000 underlying) - Disposition to Issuer
Class B Common Stock
2023-06-08−1,000,000→ 7,535,000 total - Award
Class A Units of NET Power Operations LLC
2023-06-08+100→ 100 total→ Class A Common Stock (100 underlying) - Disposition to Issuer
Class B Units of Rice Acquisition Holdings II LLC
2023-06-08−8,534,900→ 0 total→ Class A Ordinary Shares (8,534,900 underlying) - Award
Warrants
2023-06-08+10,900,000→ 10,900,000 totalExercise: $11.50From: 2023-07-08Exp: 2028-06-08→ Class A Common Stock (10,900,000 underlying) - Disposition to Issuer
Warrants
2023-06-08−10,900,000→ 0 totalExercise: $11.50From: 2023-07-08Exp: 2028-06-08→ Class A Ordinary Shares (10,900,000 underlying)
Footnotes (7)
- [F1]Pursuant to that certain Business Combination Agreement, dated December 13, 2022, and subsequently amended on April 23, 2023, by and among Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI Opco"), NET Power, LLC and the other parties thereto, the parties effected a business combination transaction (the "Business Combination") on June 8, 2023. In connection with the Business Combination, on June 8, 2023, RONI domesticated as a Delaware corporation (the "RONI Domestication") and changed its name to "NET Power Inc." ("NET Power") and RONI Opco domesticated as a Delaware limited liability company (together with the RONI Domestication, the "Domestication") and changed its name to "NET Power Operations LLC" ("Opco").
- [F2]As a result of the Domestication on June 8, 2023, (a) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of RONI ("Class A Ordinary Share") automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of NET Power ("Class A Common Stock"), (b) each issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RONI ("Class B Ordinary Share") automatically converted on a one-for-one basis into a share of Class B common stock, par value $0.0001 per share, of NET Power ("Class B Common Stock"), (c) each issued and outstanding warrant of RONI (which were exercisable for a Class A Ordinary Share) automatically converted into a warrant to purchase one share of Class A Common Stock, and (d) each issued and outstanding Class A Unit and Class B Unit of RONI Opco automatically converted on a one-for-one basis into a Class A or Class B Unit of Opco, respectively.
- [F3]Immediately upon the consummation of the Business Combination, pursuant to the Sponsor Letter Agreement, dated as of December 13, 2022, by and among RONI, the reporting person, RONI Opco, NET Power, LLC and the other parties thereto, 1,000,000 shares of Class B Common Stock and 1,000,000 Class B Units of Opco held by the reporting person were forfeited to NET Power and Opco, respectively, for no consideration and automatically canceled.
- [F4]For each Class A Unit of RONI Opco, the reporting person owned a corresponding Class B Ordinary Share. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.
- [F5]For each Class A Unit of Opco, the reporting person owns a corresponding share of Class B Common Stock. The Class A Units of Opco (together with the corresponding share of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.
- [F6]For each Class B Unit of RONI Opco, the reporting person owned a corresponding Class B Ordinary Share. The Class B Units of RONI Opco were convertible into Class A Units of RONI Opco pursuant to the terms of the limited liability agreement of RONI Opco. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.
- [F7]For each Class B Unit of Opco, the reporting person owns a corresponding share of Class B Common Stock. The Class B Units of Opco are convertible into Class A Units of Opco pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.
Documents
Issuer
NET Power Inc.
CIK 0001845437
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001845421
Filing Metadata
- Form type
- 4
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 6:48 PM ET
- Size
- 31.0 KB