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Rice
Acquisition Corp. II

102 East Main Street, Second Story

Carnegie, Pennsylvania 15106

February
2, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Beverly Singleton

    Ernest Greene

    Erin Donahue

    Evan Ewing

    Re:
    Rice Acquisition Corp. II

    Registration Statement on Form S-4

    Filed on December 22, 2022

    File No. 333-268975

Ladies
and Gentlemen:

This
letter sets forth the response of Rice Acquisition Corp. II (the “Company”) to the comments of the staff of
the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated January 23, 2023, with respect to the above referenced Registration Statement on Form S-4 (the “Registration
Statement”).

Concurrently
with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Amended Registration Statement.

Set
forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your
comments into this response letter in italics.

Registration
Statement on Form S-4

Selected
Definitions, page iv

1.
Staff’s comment: 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the Amended Registration Statement
to (i) remove references to RAC II, (ii) remove references to RONI Holdings, other than where defined and used in the F-pages and annexes,
and (iii) clarify that, following the domestication and the Business Combination, Rice Acquisition Holdings II LLC will be renamed NET
Power Operations LLC.

Additionally, we advise the
Staff that when we refer to Opco throughout the Amended Registration Statement, we are referring to RONI Opco after giving effect to the
Domestications and the Business Combination and renaming to NET Power Operations LLC, and have revised the definitions of Opco and RONI
Opco on pages vi and vii, respectively, to clarify.

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.
Staff’s comment: 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page xvii of the Amended Registration Statement
as requested.

3.
Staff’s comment: 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xvii and 16 of the Amended Registration Statement
as requested.

    2

Do
I have redemption rights?, page xxi

4.
Staff’s comment: 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xxii and 197 of the Amended Registration Statement
as requested.

Summary
of the Proxy Statement/Prospectus, page 1

5.
Staff’s comment: 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 12 through 14 of the Amended Registration
Statement as requested.

6.
Staff’s comment: Please revise
this section to describe the expected uses of funds in connection with the business combination.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 17 of the Amended Registration Statement as
requested.

    3

Expected
Accounting Treatment

The
Business Combination, page 17

7.
Staff’s comment: 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it determined RONI Opco (which becomes NET Power
Operations LLC immediately following the transaction) was a VIE immediately following the transaction due to the design of RONI Opco
as the functional equivalent of a limited partnership in which (a) RONI (which becomes NET Power Inc. immediately following the transaction)
was RONI Opco’s managing member, and (b) the limited partner-equivalent equityholders of RONI Opco did not have either substantive
kick-out rights or participating rights. Due to the redesign of RONI Opco pursuant to the acquisition of NET Power, LLC, the acquisition
of NET Power, LLC would trigger a VIE reconsideration event for RONI with respect to RONI Opco under ASC 810-10-35-4, which states the
following:

“A
legal entity that previously was not subject to the Variable Interest Entities Subsections shall not become subject to them simply because
of losses in excess of its expected losses that reduce the equity investment. The initial determination of whether a legal entity is
a VIE shall be reconsidered if any of the following occur:

a.
The legal entity's governing documents or contractual arrangements are changed in a manner that changes the characteristics or adequacy
of the legal entity's equity investment at risk.

b.
The equity investment or some part thereof is returned to the equity investors, and other interests become exposed to expected losses
of the legal entity.

c.
The legal entity undertakes additional activities or acquires additional assets, beyond those that were anticipated at the later of the
inception of the entity or the latest reconsideration event, that increase the entity's expected losses.

d.
The legal entity receives an additional equity investment that is at risk, or the legal entity curtails or modifies its activities in
a way that decreases its expected losses.

e.
Changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting
rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s
economic performance.”

    4

Due
to the restructuring of RONI Opco at the close of the transaction, whereby RONI Opco (through RONI Opco’s 100% owned subsidiary,
Topo Buyer Co, LLC) will acquire 100% of the ownership interests of NET Power, LLC in exchange for 135,698,078 Class A non-voting units
of RONI Opco, the Company concluded that this would meet the requirements to reconsider whether RONI Opco is a VIE as result of triggering
that requirement under ASC 810-10-35-4 (a) and (c) above.

When
evaluating whether RONI Opco was a VIE, the Company specifically considered ASC 810-10-15-14 (b)(1)(ii), which states the following:

“A
legal entity shall be subject to consolidation under the guidance in the Variable Interest Entities Subsections if, by design, any of
the following conditions exist. (The phrase by design refers to legal entities that meet the conditions in this paragraph
because of the way they are structured. For example, a legal entity under the control of its equity investors that originally was not
a VIE does not become one because of operating losses. The design of the legal entity is important in the application of these provisions.)

	b.
As a group the holders of the equity investment at risk lack any one of the following three characteristics:

1.
The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's
economic performance.

ii.
For limited partnerships, partners lack that power if neither (01) nor (02) below exists. The guidance in this subparagraph does not
apply to entities in industries (see paragraphs 910-810-45-1 and 932-810-45-1)
in which it is appropriate for a general partner to use the pro rata method of consolidation for its investment in a limited partnership
(see paragraph 810-10-45-14).

01
A simple majority or lower threshold of limited partners (including a single limited partner) with equity at risk is able to exercise
substantive kick-out rights (according to their voting interest entity definition) through voting interests over the general
partner(s).

02
Limited partners with equity at risk are able to exercise substantive participating rights (according to their voting interest
entity definition) over the general partner(s).”

The
Company determined that, due to the structure of RONI Opco as a limited liability company, it first had to determine if RONI Opco was
the functional equivalent of a limited partnership. In assessing this, the Company noted that the amended LLC agreement of RONI Opco
(the “LLC Agreement”) establishes RONI as the managing member of RONI Opco whereby it will have the decision-making authority
to manage RONI Opco’s operations. The LLC Agreement also does not grant the limited partners (Existing NET Power Holders, Sponsor
and independent directors) any kick-out rights nor do they have substantive participating rights due to the nonvoting nature of their
interests. As a result, the Company concluded that RONI Opco was a VIE.

    5

Next,
the Company considered whether RONI was the primary beneficiary of RONI Opco. In making this determination, the Company considered the
guidance in ASC 810-10-25-38A, which states the following:

“A
reporting entity with a variable interest in a VIE shall assess whether the reporting entity has a controlling financial interest in
the VIE and, thus, is the VIE’s primary beneficiary. This shall include an assessment of the characteristics of the reporting entity’s
variable interest(s) and other involvements (including involvement of related parties and de facto agents), if any, in the VIE, as well
as the involvement of other variable interest holders. Paragraph 810-10-25-43 provides guidance on related parties and de facto agents.
Additionally, the assessment shall consider the VIE’s purpose and design, including the risks that the VIE was designed to create
and pass through to its variable interest holders. A reporting entity shall be deemed to have a controlling financial interest in a VIE
if it has both of the following characteristics:

 a. The
                                            power to direct the activities of a VIE that most significantly impact the VIE’s economic.

 b. The
                                            obligation to absorb losses of the VIE that could potentially be significant to the VIE or
                                            the right to receive benefits from the VIE that could potentially be significant to the VIE.
                                            The quantitative approach described in the definitions of the terms expected losses, expected
                                            residual returns, and expected variability is not required and shall not be the sole determinant
                                            as to whether a reporting entity has these obligations or rights.

Only
one reporting entity, if any, is expected to be identified as the primary beneficiary of a VIE. Although more than one reporting entity
could have the characteristic in (b) of this paragraph, only one reporting entity if any, will have the power to direct the activities
of a VIE that most significantly impact the VIE’s economic performance.”

The
Company concluded that because (a) RONI is designated as the managing member of RONI Opco with the power to control the most significant
activities of RONI Opco and (b) RONI has a variable interest in the form of its equity ownership that provides it with the ability to
participate significantly in RONI Opco’s benefits and losses, RONI is the primary beneficiary. When evaluating whether RONI has
a potentially significant variable interest in RONI Opco, the Company considered both a “no redemption” and “maximum
redemption” scenario. In a “no redemption” scenario, RONI would have an approximate 29.5% economic interest in RONI
Opco, and in a “maximum redemption” scenario, RONI would have an approximate 14.2% economic interest in RONI Opco, both of
which the Company concluded were potentially significant to RONI Opco,

Finally,
the Company considered how to account for the acquisition of NET Power, LLC via this “Up-C” structure. In making this determination,
the Company applied a “bottoms-up” approach to the consolidation of the various entities involved in the transaction, noting
that (a) NET Power, LLC would be consolidated by Topo Buyer Co, LLC as a wholly owned subsidiary, and (b) Topo Buyer Co, LLC