Business Context and Reporting Period
Net Power Inc. filed a Form 8-K dated June 29, 2023, reporting a change in its independent registered public accounting firm. The filing relates to the company formerly known as Rice Acquisition Corp. II and follows the business combination with NET Power, LLC.
Financial and Operating Metrics
This filing does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics.
- WithumSmith+Brown, PC audited the company’s financial statements for 2021 and 2022.
- Withum’s prior audit report was not adverse, disclaimed, qualified, or modified regarding accounting principles, audit scope, or uncertainty, other than an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern if it did not complete a business combination by June 18, 2023.
Material Changes
- On June 29, 2023, the Audit Committee dismissed WithumSmith+Brown, PC.
- On the same date, the Audit Committee engaged Grant Thornton LLP to audit the company’s financial statements for the year ending December 31, 2023.
- Grant Thornton previously served as the independent registered public accounting firm of NET Power, LLC before its business combination with the company.
- The company reported no disagreements with Withum concerning accounting principles, financial statement disclosure, or audit scope and procedures.
- The company also reported no reportable events during the disclosed periods through Withum’s dismissal.
- The company stated that neither it nor anyone acting on its behalf consulted Grant Thornton regarding specified accounting matters, potential audit opinions, disagreements, or reportable events before the engagement.
Guidance, Outlook, Risks, and Unusual Items
No financial guidance or operating outlook is included in this filing. The principal disclosed historical risk was the substantial doubt regarding going-concern status if the business combination was not completed by June 18, 2023. The filing does not state whether any continuing going-concern uncertainty exists after the business combination.
Withum provided a letter dated June 30, 2023, filed as Exhibit 16.1, addressing the company’s disclosures regarding the auditor change.
Important Facts to Verify
- Review the company’s subsequent periodic filings for updated liquidity, capital resources, operating results, and any continuing going-concern disclosures.
- Review Exhibit 16.1 to confirm Withum’s response to the company’s statements.
- Assess whether the auditor transition affects the timing or scope of the 2023 audit.
- Confirm the accounting and financial reporting effects of the business combination with NET Power, LLC.