NET Power Inc-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________Commission file number001-40503 NET Power Inc. (Exact name of registrant as specified in its charter) 98-1580612 (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code:(919)287-4750 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Nox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2024 was approximately$242million(computed by reference to the last per share sale price of the Class A Common Stock on the New York Stock Exchange of$9.83on such date). The registrant had outstanding77,062,770shares of Class A Common Stock and140,565,705shares of Class B Common Stock as ofMarch6, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the registrant’s 2024 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Report. TABLE OF CONTENTS PageCertain Defined Terms1Cautionary Note Regarding Forward-Looking Statements4PART I.Item 1.Business7Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity44Item 2.Properties44Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters,and Issuer Purchases of EquitySecurities46Item 6.Reserved46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk55Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements with Accounts on Accounting and Financial Disclosure55Item 9A.Controls and Procedures55Item 9B.Other Information55Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections56 Certain Defined Terms Unless otherwise expressly stated or, unless the context otherwise requires, references in this Annual Report on Form 10-K (this“Report”) to: •“8 Rivers” means 8 Rivers Capital, LLC, a Delaware limited liability company (a company controlled by SK Energy);•“Amended and Restated JDA” means the Amended and Restated Joint Development Agreement, dated December 13, 2022,by and among Old NET Power, RONI, R