Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4

 

 

 

(Form Type)

 

Rice Acquisition Corp. II

 

 

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security
Type		  Security
Class
Title		  Fee
Calculation
or Carry
Forward
Rule		  Amount
Registered		   Proposed
Maximum
Offering
Price Per
Unit		   Maximum
Aggregate
Offering
Price		   Fee
Rate		   Amount
of
Registration
Fee		   Carry
Forward
Form
Type		   Carry
Forward
File
Number		   Carry
Forward
Initial
effective
date		   Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward		 
Newly Registered Securities
Fees to Be
Paid		  Equity  Class A Common Stock, par value $0.0001 per share(1)  457(f)(1)   179,026,070  $10.25(4)  $1,835,017,217.50    .00011020   $202,218.90             
Fees to Be
Paid		  Equity  Warrants to purchase Class A Common Stock(2)  457(f)(1)   19,525,000   $1.44(5)  $28,116,000.00    .00011020   $3,098.39                     
Fees to Be
Paid		  Equity  Class A Common Stock underlying Warrants(3)  457(g)   19,525,000   $11.50(6)  $224,537,500.00    .00011020   $24,744.04                     
Carry Forward Securities 
Carry Forward
Securities		  —  —  —   —         —              —    —    —    — 
   Total Offering Amounts        $2,087,670,717.50        $230,061.33                     
   Total Fees Previously Paid                  $226,804.27(7)                     
   Total Fee Offsets                   —                     
   Net Fee Due                  $3,257.06                     

 

(1) Consists of (i) 34,502,500 shares of Class A common stock (“Class A Common Stock”) that will be issued upon the conversion of an equal number of Class A ordinary shares of Rice Acquisition Corp. II (“RONI”) in the Domestication (as described in the proxy statement/prospectus forming a part of this registration statement (the “proxy statement/prospectus”)), (ii) 8,625,000 shares of Class A Common Stock that may be issued upon redemption of 8,625,000 units of NET Power Operations LLC (“Opco”) (together with an equal number of shares of Class B Common Stock, which will be issued upon the conversion of an equal number of Class B ordinary shares of RONI in the Domestication), and (iii) 135,898,570 shares of Class A Common Stock that may be issued upon redemption of 135,898,570 units of Opco (together with an equal number of shares of Class B Common Stock) issued to the equity holders of NET Power, LLC in connection with the Business Combination (as defined in the proxy statement/prospectus).
   
(2) Consists of (i) 8,625,000 warrants to purchase Class A ordinary shares underlying units issued in RONI’s initial public offering (“public warrants”) and (ii) 10,900,000 warrants to purchase Class A ordinary shares underlying warrants issued in a private placement simultaneously with the closing of RONI’s initial public offering (the “private placement warrants”), each of which will automatically be converted by operation of law into warrants to acquire shares of Class A Common Stock as a result of the Domestication.
   
(3) Represents shares of Class A Common Stock to be issued upon the exercise of (i) 8,625,000 public warrants and (ii) 10,900,000 private placement warrants.
   
(4) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of RONI on the New York Stock Exchange (the “NYSE”) on February 28, 2023 ($10.25 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
   
(5) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the public warrants on the NYSE on February 28, 2023 ($1.44 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
   
(6) Represents the exercise price of the warrants.
   
(7) The Registrant previously paid $226,804.27 in connection with the initial filing of the Registration Statement on December 22, 2022.

 

*Immediately prior to the consummation of the Business Combination, RONI intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which RONI’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “NET Power Inc.” upon the consummation of the Domestication.

 

Table 2: Fee Offset Claims and Sources

N/A

 

Table 3: Combined Prospectuses

N/A