NET Power (NPWR) 13D/A: 23.49% stake on 24,568,533 shares

NET Power Inc. (NPWR): A Schedule 13D/A (Amendment No. 8) reports that the reporting group led by 8 Rivers Capital, LLC and NPEH, LLC beneficially owns 24,568,533 shares of Class A Common Stock, representing 23.49% of the class.

Rhea-AI Filing Summary

NET Power Inc. (NPWR): A Schedule 13D/A (Amendment No. 8) reports that the reporting group led by 8 Rivers Capital, LLC and NPEH, LLC beneficially owns 24,568,533 shares of Class A Common Stock, representing 23.49% of the class.

The position includes 3,838,653 shares held directly by NPEH and 20,729,880 Opco Units exchangeable one‑for‑one into Class A Common Stock; an equal number of Class B shares are cancelled upon exchange. On November 3, 2025, NPEH exchanged 2,000,000 Opco Units for Class A shares and sold 134,347 shares between October 30 and November 3. The percentage is calculated using 83,882,957 shares outstanding, comprised of 77,882,957 shares outstanding as of August 7, 2025, 2,161,347 shares sold by NPEH between October 15 and November 3, and 3,838,653 shares held directly by NPEH, plus 20,729,880 shares issuable upon Opco Unit exchange.

On November 2, 2025, Cynda Beauchamp sold her interests in 8RCH to Damian Beauchamp and now reports 0% beneficial ownership, exiting as a reporting person.

Insights

Equity ownership analyst

Neutral update: 8 Rivers group reports 23.49% beneficial stake.

The amendment lists 24,568,533 shares beneficially owned (direct plus exchangeable Opco Units), equal to 23.49% of NET Power’s Class A. The structure reflects an Up‑C arrangement where Opco Units are exchangeable one‑for‑one into Class A and an equal number of Class B shares are cancelled at exchange.

Flow-through changes include NPEH’s exchange of 2,000,000 Opco Units on November 3, 2025 and sales of 134,347 shares between October 30 and November 3. The ownership percentage uses a base of 83,882,957 shares outstanding as detailed in the filing’s calculation.

Governance-wise, Cynda Beauchamp sold her interests in 8RCH on November 2, 2025 and now reports 0% ownership; Damian Beauchamp now controls 8RCH. These are disclosure updates; valuation impact depends on future transactions.

FAQ

What stake did the 8 Rivers/NPEH group report in NPWR?

They reported beneficial ownership of 24,568,533 shares, representing 23.49% of Class A Common Stock.

How is the reported ownership in NPWR constructed?

It includes 3,838,653 shares held directly by NPEH and 20,729,880 Opco Units exchangeable one‑for‑one into Class A.

What transactions occurred around early November 2025 for NPWR?

On Nov 3, 2025, NPEH exchanged 2,000,000 Opco Units and sold 134,347 shares between Oct 30 and Nov 3.

What changed regarding Cynda Beauchamp’s NPWR ownership?

On Nov 2, 2025, she sold her interests in 8RCH and now reports 0% beneficial ownership.

What share count underlies the 23.49% ownership calculation?

The percentage is based on 83,882,957 shares outstanding, as detailed with components in the filing.

What happens to Class B shares when Opco Units are exchanged?

An equal number of Class B shares, which have no economic value, are cancelled upon each exchange.

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Accepted by SEC EDGAR 11/04/2025 - 09:47 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

NET Power Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

64107A105

(CUSIP Number)

Min Lee
8 Rivers Capital, LLC, 406 Blackwell Street, 4th Floor
Durham, NC, 27701
919-667-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 64107A105

1

Name of reporting person

8 Rivers Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 24,568,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,568,533.00

11

Aggregate amount beneficially owned by each reporting person

24,568,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.49 %

14

Type of Reporting Person (See Instructions)

OO

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. 8 (as defined below). Represents (i) 3,838,653 shares of Class A Common Stock held directly by NPEH and (ii) 20,729,880 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) 83,882,957 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"), (b) 2,161,347 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and November 3, 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 (c) 3,838,653 shares of Class A Common Stock held directly by NPEH and (ii) 20,729,880 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

CUSIP No. 64107A105

1

Name of reporting person

NPEH, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 24,568,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,568,533.00

11

Aggregate amount beneficially owned by each reporting person

24,568,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.49 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Represents 3,838,653 shares of Class A Common Stock and 20,729,880 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) 83,882,957 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) 2,161,347 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and November 3, 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 (c) 3,838,653 shares of Class A Common Stock held directly by NPEH and (ii) 20,729,880 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

CUSIP No. 64107A105

1

Name of reporting person

Damian Beauchamp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 24,568,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,568,533.00

11

Aggregate amount beneficially owned by each reporting person

24,568,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.49 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: On November 2, 2025, Cynda Beauchamp ("Mrs. Beauchamp"), who directly owned 100% of the outstanding equity of 8RCH, LLC ("8RCH"), which directly owns 50% of each of Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedoria"), sold her interests in 8RCH to Damian Beauchamp ("Mr. Beauchamp") (the "Sale"). Following the Sale, Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea and 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 Capital, LLC ("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 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) 83,882,957 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) 2,161,347 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and November 3, 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 (c) 3,838,653 shares of Class A Common Stock held directly by NPEH and (ii) 20,729,880 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

CUSIP No. 64107A105

1

Name of reporting person

8RCH, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 24,568,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,568,533.00

11

Aggregate amount beneficially owned by each reporting person

24,568,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.49 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Following the Sale, Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea and 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 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) 83,882,957 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) 2,161,347 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and November 3, 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 (c) 3,838,653 shares of Class A Common Stock held directly by NPEH and (ii) 20,729,880 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

CUSIP No. 64107A105

1

Name of reporting person

Cynda Beauchamp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10, 11 and 13: On November 2, 2025, Mrs. Beauchamp, who directly owned 100% of the outstanding equity of 8RCH, which directly owns 50% of each of Tillandsia, Areca and Chamaedorea, sold her interests in 8RCH to Mr. Beauchamp. Following the Sale, Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea and 100% of the interests of 8RCH. Following the Sale, Mrs. Beauchamp no longer beneficially owns 5% or greater of the Issuer's Class A Common Stock, and is therefore no longer a Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001
(b)	Name of Issuer: NET Power Inc.
(c)	Address of Issuer's Principal Executive Offices: 320 RONEY STREET, SUITE 200, Durham, NORTH CAROLINA , 27701.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") to Schedule 13D amends the statement on Schedule 13D originally filed by each of 8 Rivers, LLC ("8 Rivers"), NPEH, LLC ("NPEH"), SK Inc. ("SK"), Tillandsia, Inc. ("Tillandsia") Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedoria") on June 20, 2023, as amended by Amendment No. 1 on May 28, 2024, as amended by Amendment No. 2 on September 23, 2024, as amended by Amendment No. 3 on October 21, 2024, as amended by Amendment No. 4 on November 26, 2024, as amended by Amendment No. 5 on July 17, 2025, and as amended by Amendment No. 6 on August 1, 2025, as amended by Amendment No. 7 on October 29, 2025 (the "Schedule 13D") and is filed by each of 8 Rivers, NPEH, Cynda Beauchamp ("Mrs. Beauchamp"), Damian Beauchamp ("Mr. Beauchamp") and 8RCH, LLC ("8RCH") (each, a "Reporting Person" and collectively the "Reporting Persons"). Capitalized terms used but not defined in this Amendment No. 8 shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	The information contained in Item 3 of Schedule 13D is hereby amended and supplemented by adding the following information: On November 2, 2025, Mrs. Beauchamp, who directly owned 100% of the outstanding equity of 8RCH, which directly owns 50% of each of Tillandsia, Areca and Chamaedorea, sold her interests in 8RCH to Mr. Beauchamp (the "Sale"). Following the Sale, Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea and 100% of the interests of 8RCH. Mr. Beauchamp used personal funds to fund the purchase price for the Sale. Following the Sale, Mrs. Beauchamp no longer beneficially owns 5% or greater of the Issuer's Class A Common Stock, and is therefore no longer a Reporting Person.
Item 4.	Purpose of Transaction
	The information contained in Item 4 of Schedule 13D is hereby amended and supplemented by adding the following information: On November 2, 2025, Mrs. Beauchamp, who directly owned 100% of the outstanding equity of 8RCH, which directly owns 50% of each of Tillandsia, Areca and Chamaedorea, sold her interests in 8RCH to Mr. Beauchamp. Following the Sale, Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea and 100% of the interests of 8RCH. Following the Sale, Mrs. Beauchamp no longer beneficially owns 5% or greater of the Issuer's Class A Common Stock, and is therefore no longer a Reporting Person. On November 3, 2025, NPEH effected the exchange of 2,000,000 Opco Units for 2,000,000 shares of Class A Common Stock. Upon such exchange, an equal number of shares of Class B Common Stock held by NPEH, which have no economic value, were cancelled. Between October 30, 2025 and November 3, 2025, NPEH sold 134,347 shares of Class A Common Stock held by it.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is hereby incorporated by reference in its entirety into this Item 5. The percentages reported in this Amendment No. 8 are calculated based upon (i) 83,882,957 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) 2,161,347 shares of Class A Common Stock that were sold by NPEH between October 15, 2025 and November 3, 2025 and (c) 3,838,653 shares of Class A Common Stock held directly by NPEH and (ii) 20,729,880 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.
(c)	Except as described in Schedule 13D and this Amendment No. 8, no transactions in the class of securities reported have been effected during the past sixty (60) days by the Reporting Persons.
(d)	Other than as described in this Amendment No. 8, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer covered by this Amendment No. 8.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement by and between 8 Rivers Capital, LLC, NPEH, LLC, Damian Beauchamp, Cynda Beauchamp, 8RCH, LLC, Tillandsia, Inc., Areca, Inc., Chamaedorea, Inc., and SK Inc. dated July 30, 2025. (incorporated by reference to Exhibit 99.1 to the Company's Schedule 13D/A filed with the SEC on August 1, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

8 Rivers Capital, LLC

Signature:	/s/ Min Lee
Name/Title:	Min Lee, General Counsel
Date:	11/04/2025

NPEH, LLC

Signature:	8 Rivers Capital, LLC
Name/Title:	its Manager
Date:	11/04/2025

Signature:	/s/ Min Lee
Name/Title:	Min Lee, General Counsel
Date:	11/04/2025

Damian Beauchamp

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp
Date:	11/04/2025

8RCH, LLC

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp, President and Secretary
Date:	11/04/2025

Cynda Beauchamp

Signature:	/s/ Cynda Beauchamp
Name/Title:	Cynda Beauchamp
Date:	11/04/2025