Business Context and Reporting Period
This Form 8-K was filed by Rice Acquisition Corp. II (RONI) for events occurring June 6, 2023, in connection with its proposed business combination with NET Power, LLC. Upon closing, RONI was expected to domesticate as a Delaware corporation and change its name to NET Power Inc.
Key Financial and Transaction Metrics
- RONI shareholders redeemed 21,195,224 Class A shares, approximately 61% of the Class A shares.
- The transaction was expected to generate more than $675 million of gross proceeds, comprising approximately $540 million from a fully committed PIPE financing and more than $135 million of cash held in trust.
- The merger consideration contemplated the issuance of an aggregate of 137,192,563 Class A units of RONI Opco and an equivalent number of shares of NET Power Inc. Class B common stock, subject to specified adjustments.
- The approved incentive plan initially reserved 20,468,545 shares of Class A common stock, approximately 9% of the expected post-closing Class A and Class B common stock outstanding assuming no further public-shareholder redemptions.
- The filing does not provide operating revenue, profit, cash flow, margin, debt, or liquidity metrics for NET Power.
Material Changes and Shareholder Approval
At the June 6, 2023 extraordinary general meeting, shareholders approved the business combination, domestication, proposed charter and bylaws, NYSE issuance proposal, director elections, and 2023 Omnibus Incentive Plan.
| Proposal | For | Against | Abstentions |
|---|---|---|---|
| Business combination | 32,545,406 | 2,337,148 | 1,200 |
| Domestication | 32,545,436 | 2,337,118 | 1,200 |
| Charter amendments | 32,545,436 | 2,337,117 | 1,201 |
| NYSE issuance | 32,432,839 | 2,339,467 | 111,448 |
| Incentive plan | 30,090,397 | 4,517,095 | 276,262 |
Of 43,127,500 outstanding ordinary shares as of the record date, 34,883,754 shares were present or represented by proxy, constituting a quorum. The proposed adjournment was not put to a vote because it was deemed unnecessary.
Outlook, Conditions, and Unusual Items
- The business combination was expected to close June 8, 2023, subject to satisfaction or waiver of specified closing conditions.
- Following closing, the Class A common stock and warrants were expected to trade on the NYSE under the symbols NPWR and NPWR WS beginning June 9, 2023.
- The incentive plan permits options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, and cash awards. Shares reserved for issuance may increase annually from January 1, 2024 through January 1, 2033, subject to plan limits.
- Key transaction uncertainties include completion of closing conditions, final redemption effects, PIPE funding, adjustments to merger consideration, and the risks inherent in launching and commercializing NET Power’s business.
Investor Verification Checklist
- Verify that the merger, domestication, PIPE financing, and trust-account release closed as expected.
- Confirm final cash proceeds, redemption levels, transaction expenses, and post-closing liquidity.
- Confirm the final number of Class A and Class B shares, Opco units, warrants, and incentive-plan awards outstanding.
- Review the final capital structure and any dilution from the PIPE, merger consideration, warrants, and equity compensation.
- Verify the commencement of trading under the NPWR and NPWR WS symbols.
- Review subsequent filings for NET Power’s operating results, financing needs, commercialization progress, and related-party or contractual obligations.