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[SCHEDULE 13D/A] NET Power Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

NET Power Inc. (NPWR): Schedule 13D/A Amendment No. 7 updates ownership by 8 Rivers–affiliated entities. The reporting group discloses beneficial ownership of 24,702,880 shares of Class A common stock, representing 23.61% of the class. This includes 1,973,000 shares of Class A common stock held directly by NPEH and 22,729,880 Opco Units exchangeable one-for-one into Class A shares, with an equal number of Class B shares to be cancelled upon exchange.

NPEH exchanged 4,000,000 Opco Units for 4,000,000 Class A shares on October 14, 2025, then sold 2,027,000 Class A shares between October 15–29, 2025, leaving 1,973,000 Class A shares held directly. The percentage calculation references 79,909,957 Class A shares outstanding, comprised of 77,882,957 outstanding as of August 7, 2025 and 2,027,000 shares sold by NPEH following the exchange. The reporting persons report 0 sole voting/dispositive power and 24,702,880 shared voting and shared dispositive power.

Positive

  • None.

Negative

  • None.

Insights

Ownership updated to 23.61% via exchanges and sales; administrative.

The filing details a revised ownership position by entities affiliated with 8 Rivers and NPEH. The group reports beneficial ownership of 24,702,880 Class A shares (23.61%), consisting of 1,973,000 directly held shares and 22,729,880 Opco Units exchangeable one-for-one into Class A. Voting and dispositive authority are reported as shared for the full amount, with no sole power.

The mechanics show an exchange of 4,000,000 Opco Units on October 14, 2025 followed by sales of 2,027,000 Class A shares during October 15–29, 2025. The outstanding share base used is 79,909,957, anchored to the issuer’s prior figure plus shares sold following the exchange.

This is a governance and ownership update rather than an operational event. Actual market impact depends on holder activity; the filing lists permitted changes already completed within the stated dates.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Row 8, 10 and 11. Beneficial ownership of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of NET Power Inc. (the "Issuer") is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of Schedule 13D (as defined below), as amended by this Amendment No. 7 (as defined below). Represents (i) 1,973,000 shares of Class A Common Stock held directly by NPEH and (ii) 22,729,880 Class A Units of NET Power Operations LLC ("Opco Units") held directly by NPEH, LLC ("NPEH"), that are exchangeable for shares of Class A Common Stock on a one-for-one basis as described herein. At the time of any such exchange, an equal number of shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the Issuer held directly by NPEH, which have no economic value, will be cancelled. Row 13. Based upon (i) 79,909,957 shares of Class A Common Stock issued and outstanding comprised of (a) 77,882,957 shares of Class A Common Stock issued and outstanding as of August 7, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 11, 2025 (the "Issuer Form 10-Q") and (b) 2,027,000 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and October 29, 2025 following the redemption and exchange of an equal number of OpCo Units (and the cancellation of an equal number of shares of Class B Common Stock) and (ii) 1,973,000 shares of Class A Common Stock held directly by NPEH and 22,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 8, 10 and 11. Represents 1,973,000 shares of Class A Common Stock and 22,729,880 Opco Units held directly by NPEH that are exchangeable for shares of Class A Common Stock on a one-for-one basis as described herein. At the time of any such exchange, an equal number of shares of Class B Common Stock held directly by NPEH, which have no economic value, will be cancelled. Row 13. Based upon (i) 79,909,957 shares of Class A Common Stock outstanding comprised of (a) 77,882,957 shares of Class A Common Stock issued and outstanding as of August 7, 2025, as reported in the Issuer Form 10-Q and (b) 2,027,000 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and October 29, 2025 following the redemption and exchange of an equal number of OpCo Units (and the cancellation of an equal number of shares of Class B Common Stock) and (ii) 1,973,000 shares of Class A Common Stock held directly by NPEH and 22,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 8 and 10. Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea and Cynda Beauchamp ("Mrs. Beauchamp") directly owns 100% of the outstanding equity of 8RCH. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, of the voting units of 8 Rivers Capital, LLC ("8 Rivers"), and Mr. Beauchamp directly owns approximately 2.27% of the voting units of 8 Rivers. Thus, each of Mr. Beauchamp, Mrs. Beauchamp and 8RCH may be deemed to be a beneficial owner of the shares beneficially owned by 8 Rivers. 8 Rivers owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and thus may be deemed to be a beneficial owner of the shares of Class A Common Stock deemed to be directly owned by NPEH. As indicated above, each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, of the voting units of 8 Rivers and none of Tillandsia, Areca or Chamaedorea controls 8 Rivers or NPEH.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 8 and 10. Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, of the voting units of 8 Rivers and Mr. Beauchamp directly owns approximately 2.27% of the voting units of 8 Rivers. Thus, each of Mr. Beauchamp, Mrs. Beauchamp and 8RCH may be deemed to be a beneficial owner of the shares beneficially owned by 8 Rivers. 8 Rivers owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and thus may be deemed to be a beneficial owner of the shares of Class A Common Stock deemed to be directly owned by NPEH. As indicated above, each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, of the voting units of 8 Rivers and none of Tillandsia, Areca or Chamaedorea controls 8 Rivers or NPEH.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 8 and 10. Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, of the voting units of 8 Rivers and Mr. Beauchamp directly owns approximately 2.27% of the voting units of 8 Rivers. Thus, each of Mr. Beauchamp, Mrs. Beauchamp and 8RCH may be deemed to be a beneficial owner of the shares beneficially owned by 8 Rivers. 8 Rivers owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and thus may be deemed to be a beneficial owner of the shares of Class A Common Stock deemed to be directly owned by NPEH. As indicated above, each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, of the voting units of 8 Rivers and none of Tillandsia, Areca or Chamaedorea controls 8 Rivers or NPEH.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10 and 11: Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Mrs. Beauchamp directly owns 100% of the interests of 8RCH. 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, or an aggregate of approximately 68.48% of the voting units of 8 Rivers and Mr. Beauchamp directly owns approximately 2.27% of the voting units of 8 Rivers. 8 Rivers owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and may be deemed to beneficially own the shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH. Because of the foregoing relationships, each of Mr. Beauchamp, Mrs. Beauchamp and 8RCH may be deemed to beneficially own the shares of Class A Common Stock that may be beneficially owned by 8 Rivers. Row 13: Based upon (i) 79,909,957 shares of Class A Common Stock outstanding comprised of (a) 77,882,957 shares of Class A Common Stock issued and outstanding as of August 7, 2025, as reported in the Issuer Form 10-Q and (b) 2,027,000 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and October 29, 2025 following the redemption and exchange of an equal number of OpCo Units (and the cancellation of an equal number of shares of Class B Common Stock) and (ii) 1,973,000 shares of Class A Common Stock held directly by NPEH and 22,729,880 shares of Class A Common Stock held directly by NPEH and 22,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10 and 11: Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Mrs. Beauchamp directly owns 100% of the interests of 8RCH. 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, or an aggregate of approximately 68.48% of the voting units of 8 Rivers and Mr. Beauchamp directly owns approximately 2.27% of the voting units of 8 Rivers. 8 Rivers owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and may be deemed to beneficially own the shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH. Because of the foregoing relationships, each of Mr. Beauchamp, Mrs. Beauchamp and 8RCH may be deemed to beneficially own the shares of Class A Common Stock that may be beneficially owned by 8 Rivers. Row 13: Based upon (i) 79,909,957 shares of Class A Common Stock outstanding comprised of (a) 77,882,957 shares of Class A Common Stock issued and outstanding as of August 7, 2025, as reported in the Issuer Form 10-Q and (b) 2,027,000 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and October 29, 2025 following the redemption and exchange of an equal number of OpCo Units (and the cancellation of an equal number of shares of Class B Common Stock) and (ii) 1,973,000 shares of Class A Common Stock held directly by NPEH and 22,729,880 shares of Class A Common Stock held directly by NPEH and 22,729,880 of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10 and 11: Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Mrs. Beauchamp directly owns 100% of the interests of 8RCH. 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.60%, 25.77% and 24.11%, respectively, or an aggregate of approximately 68.48% of the voting units of 8 Rivers and Mr. Beauchamp directly owns approximately 2.27% of the voting units of 8 Rivers. 8 Rivers owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and may be deemed to beneficially own the shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH. Because of the foregoing relationships, each of Mr. Beauchamp, Mrs. Beauchamp and 8RCH may be deemed to beneficially own the shares of Class A Common Stock that may be beneficially owned by 8 Rivers. Row 13: Based upon (i) 79,909,957 shares of Class A Common Stock outstanding comprised of (a) 77,882,957 shares of Class A Common Stock issued and outstanding as of August 7, 2025, as reported in the Issuer Form 10-Q, (b) 2,027,000 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and October 29, 2025 following the redemption and exchange of an equal number of OpCo Units (and the cancellation of an equal number of shares of Class B Common Stock) and (ii) 1,973,000 shares of Class A Common Stock held directly by NPEH and 22,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.


SCHEDULE 13D


8 Rivers Capital, LLC
Signature:/s/ Min Lee
Name/Title:Min Lee, General Counsel
Date:10/29/2025
NPEH, LLC
Signature:/s/ Min Lee
Name/Title:Min Lee, General Counsel
Date:10/29/2025
TILLANDSIA, INC.
Signature:/s/ Damian Beauchamp
Name/Title:Damian Beauchamp, Authorized Representative
Date:10/29/2025
ARECA, INC.
Signature:/s/ Damian Beauchamp
Name/Title:Damian Beauchamp, Authorized Representative
Date:10/29/2025
CHAMAEDOREA, INC.
Signature:/s/ Damian Beauchamp
Name/Title:Damian Beauchamp, Authorized Representative
Date:10/29/2025
Damian Beauchamp
Signature:/s/ Damian Beauchamp
Name/Title:Damian Beauchamp
Date:10/29/2025
8RCH, LLC
Signature:/s/ Damian Beauchamp
Name/Title:Damian Beauchamp, President and Secretary
Date:10/29/2025
Cynda Beauchamp
Signature:/s/ Cynda Beauchamp
Name/Title:Cynda Beauchamp
Date:10/29/2025

FAQ

What stake in NPWR does the reporting group disclose in this 13D/A?

They report beneficial ownership of 24,702,880 Class A shares, representing 23.61% of the class.

How is the 24,702,880 share figure composed for NPWR?

It includes 1,973,000 Class A shares held by NPEH and 22,729,880 Opco Units exchangeable one-for-one into Class A shares.

What transactions did NPEH report in October 2025 for NPWR?

On Oct 14, 2025 NPEH exchanged 4,000,000 Opco Units for Class A shares, then sold 2,027,000 Class A shares between Oct 15–29, 2025.

What share count did the filing use to calculate ownership percentage for NPWR?

It references 79,909,957 Class A shares outstanding, combining 77,882,957 as of Aug 7, 2025 and 2,027,000 shares sold post-exchange.

Who holds voting and dispositive power over the NPWR shares?

The reporting persons disclose 0 sole voting/dispositive power and 24,702,880 shared voting and shared dispositive power.

Which entities and individuals are reporting persons in this NPWR 13D/A?

They include 8 Rivers Capital, LLC, NPEH, LLC, Damian Beauchamp, Cynda Beauchamp, 8RCH, LLC, Tillandsia, Inc., Areca, Inc., and Chamaedorea, Inc..
NET POWER INC

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Specialty Industrial Machinery
Electrical Industrial Apparatus
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United States
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