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April 6, 2021

Daniel Rice
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-1
Filed March 10,
2021
File No. 333-254080

Dear Mr. Rice:

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.

Form S-1 Filed March 10, 2021

Summary, page 1

1. On page 6 you reference
conflicts of interest associated with securities held by the
management team and
board of directors. Please revise here and risk factors to disclose in
quantitative and
qualitative terms how economic incentives could result in substantial
misalignment of
interests due to the founder units acquired for an aggregate of
$26,000. For example,
since your initial shareholders acquired 20% of your ordinary
shares for
approximately $26,000 and the offering is for $10.00 per unit, the officers and
directors could make a
substantial profit after the initial business combination even if
public investors
experience substantial losses due to a decline in the market price.
Daniel Rice
FirstName LastNameDaniel Rice
Rice Acquisition Corp. II
Comapany
April NameRice Acquisition Corp. II
6, 2021
April 26, 2021 Page 2
Page
FirstName LastName
Financial Statements
Note 4 - Related Party Transactions, page F-11

2. Please expand your disclosure to explain how the Company used the
proceeds received
from the Sponsor for the purchase of Class A and Class B Shares. To
the extent the
Company used the proceeds to purchase an equal number of units from
OpCo, please
confirm that there are approximately 14.4 million Class B Units of
OpCo outstanding (7.2
Units granted to the Sponsor for no consideration, and 7.2 million
Units purchased by the
Company at the time an equal number of Class B Shares were purchased
by the Sponsor).
Note 6 - Shareholder's Equity, page F-14

3. Please expand your disclosure to include a more detailed description
of the terms of the
Class A and Class B Units issued by OpCo. Your revised disclosure
should include a
discussion of the relationship, if any, between the Class B shares
issued by the Company
and the units issued by OpCo.
General

4. Please revise the carryover risk factor on pages 71-72, page 113 and
where appropriate to
further clarify the circumstances when the Up-C structure could result
in the interests and
economic benefits of initial shareholders differing from those of
public investors. For
example, it is unclear if the right to exchange Class A Units of Opco
for cash or Class A
ordinary shares could result in an economic benefit that reduces the
value of the company
to other investors. In this regard, please clarify if founder units
are meant to represent
20% (as indicated on page 17 and elsewhere) or 25% (as indicated on
page 113) of
outstanding equity. Additionally, with a view to clarifying disclosure
advise us if you
may enter into a tax receivable agreement where you share tax benefits
resulting from the
Up-C structure.




We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

You may contact Howard Efron 202-551-3439 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
Daniel Rice
Rice Acquisition Corp. II
April 6, 2021
Page 3

contact Christopher Dunham at 202-551-3783 or James Lopez at 202-551-3536 with
any other
questions.



Sincerely,
FirstName LastNameDaniel Rice
Division of Corporation
Finance
Comapany NameRice Acquisition Corp. II
Office of Real Estate &
Construction
April 6, 2021 Page 3
cc: Lanchi Huynh, Esq.
FirstName LastName