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January 23, 2023
Kyle Derham
Chief Executive Officer
Rice Acquisition Corp. II
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106
Re:Rice Acquisition Corp. II
Registration Statement on Form S-4
Filed December 23, 2022
File No. 333-268975
Dear Kyle Derham:
            We have reviewed your registration statement and have the following 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.
Registration Statement on Form S-4
Registration Statement on Form S-4
Selected Definitions, page iv
1.Please consider expanding your definitions also to clarify that (i) RAC II also refers to
Rice Acquisition Corp. II or RONI, (ii) RONI Holdings also refers to RONI Opco, and
(iii) following the domestication and merger, RONI Holdings or RONI Opco will be
renamed NET Power Operations LLC or NET Power Holdings LLC, as the case may be.
Further, please clarify whether Opco is being referred to as RONI Opco prior to the
business combination or as to NET Power LLC after the business combination.

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23, 2023 Page 2
 FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
January 23, 2023
Page 2
Questions and Answers for Shareholders of RONI
What equity stake will current RONI shareholders and current equityholders of NET Power
hold...of the Business Combination, page xvi
2.Refer to footnote (3) to the table.  Please expand your disclosure to define what you mean
by "gross proceeds raised in connection with the Business Combination." Please
specifically address whether gross proceeds includes PIPE Financing, Interim Financing
and /or Release of investments held in Trust Account.

3.Refer to the third paragraph on page xvii.  Please explain the scenario if (i) all such
warrants are issued on a cashless basis and the related impact of the number of Class A
common shares that would be issued and (ii) the public warrants were redeemed for $0.01
per warrant.  Disclose how these two situations would impact the above table calculations
assuming exercise of the 8,625,000 public warrants and 10,900,000 private placement
warrants.  Further, discuss the extent to which you expect these two situations of either
cashless exercise or cash redemption to most likely to occur for pro forma financial
statement purposes.

Do I have redemption rights?, page xxi
4.We note certain shareholders have agreed to waive their redemption rights.  Please revise
your disclosure to describe any consideration provided in exchange for this agreement.
Summary of the Proxy Statement/Prospectus, page 1
5.Please provide an organizational chart outlining your post-business combination
corporate structure and illustrating the relationships of the various entities discussed
throughout the registration statement. Please include the security and percentage of voting
interests that each entity/group of shareholders will have in each entity following the
business combination.
6.Please revise this section to describe the expected uses of funds in connection with the
business combination.

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23, 2023 Page 3
 FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
January 23, 2023
Page 3
Expected Accounting Treatment
The Business Combination, page 17
7.We note you will account for the business combination under ASC 810, with NET Power
being considered a variable interest entity ("VIE") and RONI being the primary
beneficiary whereby RONI will be treated as the accounting acquiror and NET Power as
being the acquired company.  Please tell us in detail the reasons why the transaction is not
considered to be one of a recapitalization of RONI and akin to a reverse merger under
ASC 805, given that NET Power's shareholders will have the majority interest in the
combined company via their receipt of Class B common stock, that NET Power's current
management will remain in place and be the current management of the combined
company, NET Power will have designated controlling board member interests of the
combined company, and that the continuing operations of the combined company will be
that of NET Power.  Please specifically provide us with a comprehensive analysis of how
and when you determined that NET Power is a VIE and how you determined that you are
the primary beneficiary under ASC 810.  Also, tell us and disclose whether there are any
common control interests held between RONI, the Initial Shareholders, NET Power, or the
Existing NET Power Holders prior to the business combination.  Please also include your
proposed accounting treatment in the introductory pages to the Unaudited Pro Forma
Financial Statements beginning on page 161, notwithstanding the paragraph discussion in
Note 3 on page 169.
Risk Factors, page 27
8.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
9.You state that you have experienced inflationary pressures.  If material, revise to identify
the principal factors contributing to the inflationary pressures the company has
experienced and clarify the resulting impact to the company.  Please also include a
discussion of actions planned or taken, if any, to mitigate inflationary pressures.
10.Please tell us whether the sponsor will receive additional securities pursuant to an anti-
dilution adjustment based on the company's additional financing activities. If so, please
quantify the number and value of securities the sponsor will receive. In addition, disclose
the ownership percentages in the company before and after the additional financing to
highlight dilution to public stockholders.

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23, 2023 Page 4
 FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
January 23, 2023
Page 4
11.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
Background of the Business Combination, page 95
12.We note your disclosure that Rice Acquisition Corp. had entered into a non-
disclosure agreement with NET Power while Mr. Brown was serving as its Chief
Executive Officer. Please revise to discuss in greater detail the timing of the non-
disclosure agreement and discussions with NET Power. Clearly disclose when discussions
started and ceased. Furthermore, state whether or not discussions related to a business
combination with RONI, or another blank check company, and NET Power occurred
during this time period.
Unaudited Pro Forma Condensed Combined Financial Information, page 161
13.Please include a descriptive columnar heading of Transaction Accounting Adjustments on
the face of the pro forma balance sheet and pro forma statements of operations pertaining
to the pro forma adjustments for Business Combination and PIPE Financing.  Refer to
Rule 11-02(a)(6)(i) of Regulation S-X.
14.Refer to the last sentence on page 161.  Please expand to discuss when you expect the
review in process to be concluded and if you expect or anticipate the accounting policies
will differ post-transaction and be materially different from the pro forma results currently
presented.  If so, describe the accounting policies that may differ and the dollar impact or
range thereof of such difference.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 162
15.Please revise your balance sheet to show the number of shares authorized, issued and
outstanding on a historical and pro forma basis.

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23, 2023 Page 5
 FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
January 23, 2023
Page 5
Unaudited Pro Forma Condensed Combined Statements of Operations, page 163
16.Please expand the historical column for NET Power for the year ended December 31,
2021 and the nine months ended September 30, 2022 to disclose the net loss per unit and
weighted average units outstanding as shown in the historical statements of operations on
pages F-64 and F-45, respectively.  Please include an additional table in both footnotes (5)
and (6) disclosing the share ownership of the various holders of the combined company,
giving effect also to the potential exercise of any warrants, similar to the table at top of
page xvii, and all other potentially dilutive securities and the estimated impact on net loss
per share for each period.

Note 1. Description of the Business Combination, page 165
17.Refer to the introductory paragraph and related table on page 165 and reconcile the line
item descriptions and number of shares to the table shown on page xvi.  Further, we note
your disclosure that the table on page 165 excludes to the effect of 986,775 of RONI
Sponsor's RONI Interests, which is subject to forfeiture, whereas the table on page xvi
includes such shares.  Please ensure consistency of the tables with the use of including or
excluding shares subject to forfeiture and your reasons thereof.  Also, provide an
explanation of the 50,000 shares shown as Other on page 165 and explain why it is not
reflected elsewhere in the forepart tables.  Similarly, reconcile the table at the top of page
166 with the maximum redemption column shown in the table on page xvi.

18.Refer to the first full paragraph on page 166.  Please reconcile the disclosure of Class A
Common Stock of RONI and related disclosures of its warrants and units being listed on
the NYSE with that of RONI's Class A Ordinary Shares, warrants and units as shown in
the forepart of the filing.  Please ensure consistency.

Note 2. Basis of Pro Forma Presentation, page 167
19.Refer to the first and third paragraph under this note.  Please revise to clarify that your
unaudited pro forma condensed combined financial statements were prepared in
accordance with Article 11 of Regulation S-X as amended by the final rule, SEC Release
No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed
Businesses.”  Release No. 33-10786 provides pro forma adjustment criteria with
requirements to depict the accounting for the transaction (“Transaction Accounting
Adjustments”) and present the reasonably estimable synergies and other transaction
effects that have occurred or reasonably expected to occur (“Management’s
Adjustments”).  In this regard we note your use of the language, directly attributable to the
business combination, here and on pages 169, 171 and 172, where such language has been
amended under the SEC Release.  Further, we do note your disclosure in the last

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23, 2023 Page 6
 FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
January 23, 2023
Page 6
paragraph on page 167 that the pro forma financial information does not give effect to any
anticipated synergies, operating efficiencies, etc., and as such, consider also stating you
have elected not to present any Management's Adjustments.

20.Refer to your discussion at the top of page 168 for the Assuming Maximum Redemption
scenario of where the Rice family owns 1,010,000 Class A shares which are assumed to
not be redeemed.  We note the 1,010,000 shares are also shown in the table at the top of
page 166.  Given that these same shares have been assumed to be redeemed in the
maximum redemption scenario in the tables on pages xvi and xvii, please revise to ensure
consistency, and further provide a discussion here and in the filing of why it is assumed
the Rice family will not redeem the 1,010,000 Class A shares.

Note 3. Accounting for the Business Combination, page 168
21.Subject to our further understanding as to your use of ASC 810 in accounting for the
business combination, please revise the second paragraph to clarify that you are presenting
a preliminary purchase price allocation of the acquisition of NET Power for common
stock consideration.  Also, revise the format to conform to the presentation in ASC 805-
10-55-41, with a section of the fair value of the total consideration transferred, and
reflecting table to present the amount of goodwill as the excess of purchase price over the
net assets acquired.  Please revise or advise.

4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September
30, 2022., page 169
22.Refer to pro forma adjustments (i) and (l) as it pertains to the noncontrolling interests of
RONI Opco.  Please include a table reconciling the total RONI Opco Class A Units and
Class B Units, and related percentages, held by the respective unitholder groups, such as
the Initial Stockholders, Existing NET Power Holders and NET Power, Inc., assuming the
scenarios of no redemptions and maximum redemptions as of September 30, 2022.

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23, 2023 Page 7
 FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
January 23, 2023
Page 7
5. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 2021., page 171
23.In regards to footnote 5(b), please disclose how you calculated the incremental
depreciation of Property, Plant and Equipment as well as Intangible Assets of $52.9
million.  Please disclose the asset categories for both Property, Plant and Equipment and
Intangible assets and tell us how you determined that the underlying assets for all
categories have an estimated useful life of 10 years.
Comparative Share Information, page 175
24.Please consider moving the December 31, 2021 comparative share information on pages
173 and 174 of the Unaudited Pro Forma Financial Statements and including such
information instead under the section herein with your September 30, 2022 comparative
share information on page 175.  Also, as pro forma book value per share is only required
for the most recent balance sheet date, please remove the book value per share data
from your December 31, 2021 comparative share information.

25.Please revise the RONI Historical column to reflect the two class structure as shown in the
historical December 31, 2021 and September 30, 2022 statements of operations.  We note
your paragraph discussion of why such is not presented, however, this would pertain to
the pro forma combined columns, rather than the historical column.  Please revise.

26.Refer to the book value per share as of September 30, 2022, and specifically to footnote
(2) for the reasons of not presenting the NET Power historical book value per share.
Please revise to present their historical book value per share data.

27.We note that your pro forma combined net income (loss) per share of Class A and B
Common Stock – basic and diluted assuming no redemption and assuming maximum
redemption for the nine months ended September 30, 2022 does not agree with your pro
forma combined net income (loss) per share information for the same period on page 164.
Please advise or revise accordingly.

 FirstName LastNameKyle Derham
 Comapany NameRice Acquisition Corp. II
 January 23