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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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NET Power Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 (Title of Class of Securities) |
(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) |
08/13/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,972,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,972,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,972,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13D
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| 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:
11700 Katy Freeway, Suite 700, Houston,
TEXAS
, 77079. | |
Item 1 Comment:
This Amendment No. 12 ("Amendment No. 12") to Schedule 13D amends the statement on Schedule 13D originally filed by each of 8 Rivers Capital, LLC ("8 Rivers"), NPEH, LLC ("NPEH"), SK Inc. ("SK"), Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedorea") 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, as amended by Amendment No. 6 on August 1, 2025, as amended by Amendment No. 7 on October 29, 2025, as amended by Amendment No. 8 on November 4, 2025, as amended by Amendment No. 9 on December 9, 2025, as amended by Amendment No. 10 on January 28, 2026, and as amended by Amendment No. 11 on May 14, 2026 (the "Schedule 13D"), and is filed by each of 8 Rivers, NPEH, 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. 12 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 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Pursuant to a previously executed assignment (the "Assignment"), 8RCH assigned to Mr. Beauchamp all of the outstanding equity of each of Tillandsia, Areca and Chamaedorea held by 8RCH, representing 50% of the outstanding equity of each such entity. On August 17, 2026, 8 Rivers accepted and recorded the resulting change in the indirect ownership of the voting units of 8 Rivers held by Tillandsia, Areca and Chamaedorea, and the Assignment became effective as to 8 Rivers on that date. 8RCH was a disregarded entity wholly owned by Mr. Beauchamp, and immediately prior to the Assignment Mr. Beauchamp directly owned 100% of the interests of 8RCH. The Assignment therefore effected a restructuring of the manner in which Mr. Beauchamp holds his interests in Tillandsia, Areca and Chamaedorea, and did not result in any acquisition or disposition of, or any change in, the beneficial ownership of shares of Class A Common Stock by Mr. Beauchamp. Following the Assignment, Mr. Beauchamp directly owns 100% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea, and 8RCH holds no direct or indirect interest in the Issuer. Accordingly, 8RCH is no longer the beneficial owner of more than five percent (5%) of the Class A Common Stock and, as of August 17, 2026, ceases to be 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:
Between May 14, 2026, and August 17, 2026, NPEH sold 1,722,100 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. 12 are calculated based upon (i) 88,480,681 shares of Class A Common Stock issued and outstanding as of August 11, 2026, as reported in the Issuer Form 10-Q and (ii) 1,242,900 shares of Class A Common Stock held directly by NPEH and 17,729,880 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. 12, 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. 12, 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. 12. | |
| (e) | As a result of the Assignment described in Item 2, 8RCH ceased to be the beneficial owner of more than five percent (5%) of the outstanding Class A Common Stock on August 17, 2026. | |
| 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.
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