NET Power Inc-A 2025年度报告

FORM 10-K NET Power Inc. (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(919) 287-4750 Securities registered pursuant to section 12(g) of the Act: None 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yesx Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filerxSmaller reporting companyxEmerging growth companyx 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 newor revised financial 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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 thefiling reflect the correction 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 receivedby any of the registrant’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 June 30, 2025 wasapproximately $73.8 million (computed by reference to the last per share sale price of the Class A Common Stock on the New York Stock Exchange of$2.47 on such date). The registrant had outstanding 84,687,931 shares of Class A Common Stock and 139,727,880 shares of Class B Common Stock as of March 5, 2026. Portions of the definitive Proxy Statement for the registrant’s 2026 Annual Meeting of Stockholders have been incorporated by reference into Part III ofthis Report. TABLE OF CONTENTS Certain Defined Terms Unless otherwise expressly stated or, unless the context otherwise requires, references in this Annual Report onForm 10-K (this “Report”) to: •“8 Rivers” means 8 Rivers Capital, LLC, a Delaware limited liability company (a company controlledby SK Energy);•“Amended and Restated JDA” means the Amended and Restated Joint Development Agreement, datedDecember 13, 2022, by and among Old NET Power, RONI, RONI OpCo, NPI, and NPT, as amended,supplemented or otherwise modified from time to time in accordance with its terms;•“Amine-based solvent” means Entropy’s proprietary solvent, Entropy23™, used to separate carbondioxide from other industrial emissions in the post-combustion capture cycle;•“Baker Hughes” or “BH” means Baker Hughes Company, a Delaware corporation;•“BHES” means Baker Hughes Energy Services LLC, a Delaware limited liability company and affiliateof Baker Hughes;•“BHES JDA” means collectively, the Original JDA and the Amended and Restated JDA;•“BHES JDA Make-Whole Payment” means the incremental payment required if the volume-weightedaverage price of the Company’s stock for ten consecutive trading days (“10-Day VWAP”) immediatelypreceding the payment date for services under the BHES JDA is less than $4.00 per share (the “FloorPrice”), an incremental cash payment is required for the difference between the 10-Day VWAP and theFloor Price;•“Board” or “Board of Directors” means the board of directors of the Company;•“BusinessCombination Agreement”means the Business Combination Agreement,dated as ofDecember 13, 2022, by and among RONI, RONI OpCo, Buyer, Merger Sub and Old NET Power, asamended by the First Amendment t