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May 17, 2021

Daniel Rice
Chief Executive Officer
Rice Acquisition Corp. II
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106

Re: Rice Acquisition
Corp. II
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 6, 2021
File No. 333-254080

Dear Mr. Rice:

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 April
6, 2021 letter.

Amendment No. 1 to Form S-1 Filed May 6, 2021

Summary
Our Structure, page 10

1. We note your response
to comment 4. Please revise your disclosure to explain how your
"Up-C structure does
not result in interests and economic benefits of the public investors
and initial
shareholders differing," given the possibility that your "initial shareholders
may
receive different tax
treatment than [y]our public investors," as well as your existing
disclosure that your
"Opco Units are entitled to different economics as compared to the
public shares." Please
make corresponding revisions when describing your founder units
on pages 17 and 137,
and disclose whether or not you may enter into a tax receivable
agreement where you
share tax benefits resulting from the Up-C structure. Please further
Daniel Rice
Rice Acquisition Corp. II
May 17, 2021
Page 2
disclose on page 130, if true, that "the right to exchange Class A Units
of Opco for cash or
Class A ordinary shares does not result in an economic benefit that
reduces the value of
the Company to other investors."
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
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
May 17, 2021 Page 2
cc: Lanchi Huynh, Esq.
FirstName LastName