SEC Comment Letter 0000000000-23-002855 to Net Power Inc. (NPWR)
Net Power Inc.
Date: March 22, 2023 · CIK: 0001845437 · Accession: 0000000000-23-002855
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File numbers found in text: 333-268975
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United States securities and exchange commission logo
March 22, 2023
Kyle Derham
Chief Executive Officer
Rice Acquisition Corp. II
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106
Re:Rice Acquisition Corp. II
Amendment No. 2 to Registration Statement on Form S-4
Filed March 7, 2023
File No. 333-268975
Dear Kyle Derham:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Report of Independent Registered Public Accounting Firm , page F-25
1.Your auditors indicate in their report that their audits were conducted in accordance with
“auditing standards” of the PCAOB. Please make arrangements with your auditors to
have them revise their report to indicate that their audits were conducted in accordance
with the “standards” of the PCAOB as required by PCAOB Auditing Standard
3101.09(c).
FirstName LastNameKyle Derham
Comapany NameRice Acquisition Corp. II
March 22, 2023 Page 2
FirstName LastName
Kyle Derham
Rice Acquisition Corp. II
March 22, 2023
Page 2
You may contact Beverly Singleton at 202-551-3328 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing