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July 31, 2023
Akash Patel
Chief Financial Officer
NET Power Inc.
404 Hunt Street, Suite 410
Durham, NC 27701
Re:NET Power Inc.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273183
Dear Akash Patel:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 7, 2023
Cover Page
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
2.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that most of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A common stock.

 FirstName LastNameAkash Patel
 Comapany NameNET Power Inc.
 July 31, 2023 Page 2
 FirstName LastName
Akash Patel
NET Power Inc.
July 31, 2023
Page 2
Risk Factors, page 8
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
58
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Legacy NET Power Holders, a beneficial owner of 64.6%of your
outstanding shares, will be able to sell a significant number of its shares for so long as the
registration statement of which this prospectus forms a part is available for use and the
stock price remains above the $12.00 per share price.
General
5.Revise your prospectus to disclose the price that each selling securityholder paid for
the shares and warrants being registered for resale. Highlight any differences in the
current trading price, the prices that the Sponsor, private placement investors, PIPE
investors, and other selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that
while the Sponsor, private placement investors, PIPE investors, other selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.

 FirstName LastNameAkash Patel
 Comapany NameNET Power Inc.
 July 31, 2023 Page 3
 FirstName LastName
Akash Patel
NET Power Inc.
July 31, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Alex King at 202-551-8631 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing