IPO and Financial Proceeds - The company completed its initial public offering on June 18, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, with offering costs of approximately $19.1 million[23]. - A private placement of 10,900,000 warrants was executed simultaneously with the IPO, generating proceeds of $10.9 million at a price of $1.00 per warrant[24]. - The company completed its initial public offering in October 2020, generating aggregate proceeds of $237.25 million[53]. - The company has approximately $345 million in net proceeds from its initial public offering, which are placed in a Trust Account and invested in U.S. government securities[65]. - The net proceeds from the IPO and private placement were placed in a trust account, which will be invested in U.S. government securities or money market funds[149]. - The company incurred offering costs of approximately $19.1 million related to the IPO, including $11.7 million for deferred underwriting commissions[145]. Business Combination and Strategy - The proposed business combination with NET Power involves the exchange of equity interests, resulting in the issuance of 135,698,078 Class A Units of Opco and an equivalent number of shares of Class B Common Stock[31]. - The company is focusing on the energy transition market, particularly in renewable fuels and sustainable chemical production, to capitalize on significant market opportunities[33]. - The management team aims to leverage their extensive network and experience in the renewable energy sector to identify and acquire target businesses that align with their sustainability objectives[38]. - The company plans to evaluate prospective targets based on potential growth, improved capital structure, and thorough due diligence processes[41]. - The company anticipates structuring its initial business combination to control 100% of the equity interests or assets of the target business or businesses[45]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the net assets held in trust at the time of the agreement[43]. - The company will only complete an initial business combination with target businesses that have an aggregate fair market value of at least 80% of the net assets held in trust[73]. - The company entered into a Business Combination Agreement on December 13, 2022, with NET Power and related entities[154]. - RONI will change its name to "NET Power Inc." and convert its Class A and Class B ordinary shares on a one-for-one basis to Class A and Class B common stock respectively[155]. - Following the Business Combination, holders of Class A Units of Opco will have the right to exchange RONI Interests for shares of Class A Common Stock or cash[157]. - The Company entered into Subscription Agreements to issue 22,545,000 newly issued shares of Class A Common Stock for a total of $225,450,000 prior to the closing of the Business Combination[161]. Financial Performance and Reporting - As of December 31, 2022, the company had not commenced any operations and generates non-operating income from interest on investments from IPO proceeds[144]. - For the year ended December 31, 2022, the Company reported a net income of approximately $4.2 million, primarily from non-operating gains and interest earned[169]. - The Company had a net loss of approximately $10.2 million for the period from February 2, 2021, through December 31, 2021, mainly due to non-operating losses and general administrative expenses[170]. - The Company has determined that its liquidity needs raise substantial doubt about its ability to continue as a going concern without completing a Business Combination before June 18, 2023[165]. - The company recognizes changes in the redemption value of its shares immediately, adjusting the carrying value to equal the redemption value at the end of the reporting period[178]. - The diluted net income (loss) per share for the year ended December 31, 2022, is the same as the basic net income (loss) per share due to the anti-dilutive effect of warrants[180]. - The company adopted ASU 2020-06 on January 1, 2021, with no material impact on its financial statements[181]. - As of December 31, 2022, the company had no off-balance sheet arrangements or commitments[184]. Shareholder Rights and Redemptions - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at a per-share price initially anticipated to be $10.00[79]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, to avoid being subject to SEC's "penny stock" rules[80]. - The company intends to conduct redemptions in conjunction with a proxy solicitation or a tender offer, based on various factors[81]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[88]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, excluding interest earned on the Trust Account[102]. - If the initial business combination is not completed within 24 months from the IPO closing, the company will redeem public shares at a price equal to the aggregate amount in the Trust Account[97]. - The Trust Account may not guarantee a redemption price of $10.00 per public share due to potential claims from creditors and bankruptcy risks[104]. - The company aims to mitigate indemnification obligations by having business partners waive claims to Trust Account funds[105]. - In the event of bankruptcy, the Trust Account proceeds could be subject to claims from third parties, potentially reducing shareholder returns[106]. - Public shareholders can only access Trust Account funds under specific conditions, including failure to complete a business combination within 24 months[107]. Management and Governance - The company has a team of experienced executives with significant backgrounds in finance and energy sectors[201]. - The board of directors is divided into three classes, with each class serving a three-year term, and the first class's term expiring at the first annual meeting of shareholders[208]. - The audit committee consists of three independent directors, ensuring compliance with NYSE listing standards and SEC rules[218]. - James Lytal is designated as the "audit committee financial expert" as per SEC rules, ensuring financial literacy within the committee[219]. - The audit committee is responsible for pre-approving all audit services and monitoring the independence of the independent registered public accounting firm[220]. - The company has not established any limit on the consulting or management fees that may be paid to directors or management after the initial business combination[214]. - Independent directors will hold regularly scheduled meetings to ensure governance and oversight[212]. - The company does not intend to take actions to guarantee management positions post-business combination, although negotiations for employment may occur[215]. - The audit committee will review and approve all payments made to existing shareholders, executive officers, or directors[220]. Compliance and Reporting Requirements - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[61]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or issues more than $1.0 billion in non-convertible debt securities during the prior three-year period[63]. - The company is also a "smaller reporting company," which permits it to provide only two years of audited financial statements[120]. - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act[186]. - The company has no disagreements with accountants on accounting and financial disclosure[189]. - The company is still evaluating the impact of ASU 2022-03 on its consolidated financial statements, effective for fiscal years beginning after December 15, 2023[182]. - The management does not believe that any recently issued accounting pronouncements would have a material effect on consolidated financial statements[183]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2022, concluding it was effective[194]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended December 31, 2022[195].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) | Cayman Islands | 001-40503 | 98-1580612 | | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) (Address of principal executive offices) (Zip Code) Registrant's telephone number, ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR (State or o ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited financial statements show a blank check company with assets primarily in a Trust Account and a net loss driven by non-cash warrant charges [Condensed Consolidated Balance Sheet](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) Total assets of $350.2 million are primarily comprised of investments held in trust, offset by significant derivative warrant liabilities Condensed Consolidated Balance Sheet Highlights (June 30, 2021) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $4,107,852 | | Investments held in Trust Account | $345,026,945 | | **Total Assets** | **$350,154,732** | | **Liabilities & Equity** | | | Total current liabilities | $1,806,672 | | Deferred underwriting commissions | $11,721,500 | | Derivative warrant liabilities | $26,840,250 | | **Total Liabilities** | **$40,368,422** | | Class A ordinary shares subject to possible redemption | $304,786,300 | | **Total Shareholders' Equity** | **$5,000,010** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net loss of $6.5 million, primarily driven by non-cash charges related to derivative warrant liabilities Statement of Operations Summary (Inception to June 30, 2021) | Item | Amount (USD) | | :--- | :--- | | General and administrative expenses | $(181,782) | | **Loss from operations** | **$(181,782)** | | Change in fair value of derivative warrant liabilities | $(3,505,250) | | Offering costs associated with derivative warrant liabilities | $(592,641) | | Loss upon issuance of Private Warrants | $(2,175,000) | | **Net loss** | **$(6,453,728)** | [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Cash flows were dominated by financing inflows from the IPO and investing outflows for the Trust Account deposit Cash Flow Summary (Inception to June 30, 2021) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(26,849) | | Net cash used in investing activities | $(345,026,000) | | Net cash provided by financing activities | $330,634,739 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's formation, IPO proceeds, accounting policies for warrants, and the 24-month deadline for a Business Combination - The company is a blank check company formed to effect a Business Combination and **has not commenced any operations** as of June 30, 2021[18](index=18&type=chunk)[19](index=19&type=chunk) - On June 18, 2021, the company consummated its IPO of 34,500,000 units at $10,00 per unit, generating **gross proceeds of $345.0 million**[20](index=20&type=chunk) - Simultaneously with the IPO, the Sponsor purchased 10,900,000 Private Placement Warrants at $1,00 each, generating **proceeds of $10.9 million**[21](index=21&type=chunk) - The company must complete a Business Combination within 24 months from the IPO closing, by **June 18, 2023**, or it will be required to liquidate[26](index=26&type=chunk) - Public and Private Warrants are recognized as **derivative liabilities at fair value**, which was **$26.8 million** as of June 30, 2021[46](index=46&type=chunk)[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, IPO, net loss drivers, and sufficient liquidity for its merger search - The company's entire activity since inception has been related to its formation and the Initial Public Offering, with **no operating revenues generated**[98](index=98&type=chunk)[111](index=111&type=chunk) Net Loss Composition (Inception to June 30, 2021) | Item | Amount (USD) | | :--- | :--- | | Change in fair value of derivative warrant liabilities | ~$3,505,000 | | Loss upon issuance of private placement warrants | $2,175,000 | | Offering costs associated with derivative warrant liabilities | ~$593,000 | | General and administrative expenses | ~$182,000 | | **Total Net Loss** | **~$6,206,000** | - As of June 30, 2021, the company had approximately **$4.1 million in its operating bank account** and **working capital of $3.3 million** to fund its search for a Business Combination[108](index=108&type=chunk) - The company has elected to use the extended transition period for complying with new accounting standards available to emerging growth companies under the **JOBS Act**[126](index=126&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is **not required to provide disclosures** about market risk[128](index=128&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by this report[129](index=129&type=chunk) - **No changes** in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[130](index=130&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no involvement in any legal proceedings - The company is **not involved in any legal proceedings**[133](index=133&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this section refers to the risk factors detailed in the IPO prospectus - The company is a smaller reporting company and refers to its **IPO prospectus filed on June 17, 2021** for information on risk factors[134](index=134&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details unregistered sales to the Sponsor and confirms the use of IPO proceeds as planned - The Sponsor was issued founder shares and Class B units for an aggregate consideration of **$26,000** in an unregistered sale[135](index=135&type=chunk) - The company consummated a Private Placement of warrants to the Sponsor, generating **gross proceeds of $10.9 million** in an unregistered sale[137](index=137&type=chunk) - The Initial Public Offering of 34,500,000 Units at $10,00 per unit generated **gross proceeds of $345.0 million**[140](index=140&type=chunk) - There has been **no material change** in the planned use of proceeds from the IPO as described in the final prospectus[142](index=142&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[143](index=143&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company - Not applicable[144](index=144&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reports no other material information for this period - None[145](index=145&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including key corporate and financial agreements - Lists various agreements and certifications filed as exhibits, such as the Amended and Restated Memorandum and Articles of Association, Warrant Agreement, and CEO/CFO certifications[147](index=147&type=chunk)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ RICE ACQUISITION CORP. II For the quarterly period ended March 31, 2021 OR (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (Commission Fil ...