0001213900-21-032615.txt : 20210615 0001213900-21-032615.hdr.sgml : 20210615 20210615210157 ACCESSION NUMBER: 0001213900-21-032615 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210615 FILED AS OF DATE: 20210615 DATE AS OF CHANGE: 20210615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Derham Kyle CENTRAL INDEX KEY: 0001786795 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40503 FILM NUMBER: 211020307 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rice Acquisition Corp. II CENTRAL INDEX KEY: 0001845437 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 102 EAST MAIN STREET, SECOND STORY CITY: CARNEGIE STATE: PA ZIP: 15106 BUSINESS PHONE: 704-564-1848 MAIL ADDRESS: STREET 1: 102 EAST MAIN STREET, SECOND STORY CITY: CARNEGIE STATE: PA ZIP: 15106 3 1 ownership.xml X0206 3 2021-06-15 0 0001845437 Rice Acquisition Corp. II RONI 0001786795 Derham Kyle 102 EAST MAIN STREET, SECOND STORY CARNEGIE PA 15106 1 1 1 0 President and CFO Class A ordinary shares 2500 I See footnote Class A Units of Rice Acquisition Holdings II LLC Class A ordinary shares 100 I See footnote Class B Units of Rice Acquisition Holdings II LLC Class A ordinary shares 8534900 I See footnote Rice Acquisition Sponsor II LLC is the record holder of the shares and units reported herein. Mr. Derham is a managing member of Rice Acquisition Sponsor II LLC. As such, Mr. Derham may be deemed to have or share beneficial ownership of the shares and units held directly by Rice Acquisition Sponsor II LLC. For each Class A or Class B Unit of Rice Acquisition Holdings II LLC ("Opco"), the Reporting Person owns a corresponding Class B ordinary share of the Issuer. In connection with the Issuer's initial business combination, the Class B Units of Opco are expected to convert into Class A Units of Opco on a one-for-one basis, subject to adjustment. The Class A Units of Opco (together with the corresponding Class B ordinary shares of the Issuer) will be exchangeable into cash or Class A ordinary shares of the Issuer after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date. Includes 1,127,500 Class A ordinary shares of the Issuer underlying the 1,127,500 Class B Units of Opco that are subject to forfeiture if the underwriters of the Issuer's initial public offering of units do not exercise their over-allotment option in full. Exhibit List: Exhibit 24 - Power of Attorney /s/ James Wilmot Rogers, as Attorney-in-Fact 2021-06-15 EX-24 2 ea142724ex24_riceacq2.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Daniel Joseph Rice, IV and James Wilmot Rogers of Rice Acquisition Corp. II (the “Company”) or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

1. prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2. execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

	/s/ J. Kyle Derham
	J. Kyle Derham

[Signature Page to the Power of Attorney]