Business Context and Reporting Period
This Form 8-K, filed June 24, 2021, reports events occurring June 18, 2021. The registrant identified in the filing is Rice Acquisition Corp. II, a Cayman Islands special purpose acquisition company; the filing does not identify Net Power Inc. as the registrant.
The company completed its initial public offering and related private placement. The filing is not an operating-company earnings report and does not provide business operations or revenue information.
Key Financial Metrics and Capitalization
- IPO: 34.5 million units at $10.00 per unit, generating gross proceeds of approximately $345.0 million.
- Each unit consisted of one Class A ordinary share and one-fourth of a redeemable warrant.
- Public warrants are exercisable at $11.50 per Class A ordinary share.
- Private placement: 10.9 million warrants sold to Rice Acquisition Sponsor II LLC at $1.00 per warrant, generating $10.9 million.
- $345.026 million, including $11.7215 million of deferred underwriting discounts and commissions, was deposited into a U.S.-based trust account.
- The filing does not provide revenue, profit, operating cash flow, margins, debt, or liquidity metrics beyond the trust-account deposit.
Material Changes Versus the Prior Comparable Period
No prior comparable operating period is presented. The material events were the completion of the IPO, the private placement, and the funding of the trust account.
Guidance, Outlook, Risks, and Unusual Items
- No financial guidance or operating outlook is provided.
- The principal unusual item is the SPAC structure, including redeemable warrants, sponsor warrants, deferred underwriting discounts, and restricted trust-account proceeds.
- The filing does not describe a merger target, transaction timeline, redemption terms, contingencies, or other operating risks.
- An audited balance sheet as of June 18, 2021 was filed as Exhibit 99.1.
Investor Verification Items
- Verify that the intended issuer is Rice Acquisition Corp. II rather than Net Power Inc.
- Review the audited June 18, 2021 balance sheet for the exact post-IPO cash, liabilities, and equity balances.
- Confirm the terms, exercise conditions, and potential dilution from the public and private placement warrants.
- Verify the treatment and availability of the $345.026 million trust-account deposit, including deferred underwriting discounts.
- Review subsequent filings for any business combination, redemption activity, or changes to the SPAC’s capital structure.