Filing Details

1.

Name of Reporting Person

Kensico Capital Management Corp.

I.R.S. Identification No. of Above Person (entities only) (voluntary)

13-4079277

2.

Check the Appropriate Box

if a Member of a Group

(a) [ ]

(b) [ ]

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Reporting Person With

5.

Sole Voting Power

-0-

6.

Shared Voting Power

2,500,000

7.

Sole Dispositive Power

-0-

8.

Shared Dispositive Power

2,500,000

9.

Aggregate Amount Beneficially Owned by Reporting Person

2,500,000

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

[ ]

11.

Percent of Class Represented by Amount in

Row (9)

7.2%

12.

Type of Reporting Person

CO, IA

1.

Name of Reporting Person

Michael B. Lowenstein

I.R.S. Identification No. of Above Person (entities only) (voluntary)

2.

Check the Appropriate Box

if a Member of a Group

(a) [ ]

(b) [ ]

3.

SEC Use Only

4.

Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Reporting Person With

5.

Sole Voting Power

-0-

6.

Shared Voting Power

2,500,000

7.

Sole Dispositive Power

-0-

8.

Shared Dispositive Power

2,500,000

9.

Aggregate Amount Beneficially Owned by Reporting Person

2,500,000

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

[ ]

11.

Percent of Class Represented by Amount in

Row (9)

7.2%

12.

Type of Reporting Person

IN, HC

1.

Name of Reporting Person

Thomas J. Coleman

I.R.S. Identification No. of Above Person (entities only) (voluntary)

2.

Check the Appropriate Box

if a Member of a Group

(a) [ ]

(b) [ ]

3.

SEC Use Only

4.

Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Reporting Person With

5.

Sole Voting Power

-0-

6.

Shared Voting Power

2,500,000

7.

Sole Dispositive Power

-0-

8.

Shared Dispositive Power

2,500,000

9.

Aggregate Amount Beneficially Owned by Reporting Person

2,500,000

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

[X]*

11.

Percent of Class Represented by Amount in

Row (9)

7.2%

12.

Type of Reporting Person

IN, HC

Item 1

(a)

Name of Issuer:

Rice Acquisition Corp. II

(b)

Address of Issuer’s Principal Executive Offices:

102 East Main Street, 2^nd Story, Carnegie, PA  15106

Item 2

(a)

Name of Persons Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Kensico Capital Management Corp. (“KCM”);

(ii)

Michael Lowenstein (“Mr. Lowenstein”); and

(iii)

Thomas J. Coleman (“Mr. Coleman”).

 

The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.

 

KCM is a registered investment adviser to certain affiliated funds (the “Funds”) that directly hold the securities of the Issuer to which this statement relates for the benefit of their respective investors, and in such capacity KCM has voting and dispositive power over such securities. Mr. Lowenstein and Mr. Coleman are the Co-Presidents of KCM.

 

(b)

Address of Principal Business Office:

For each Reporting Person:  55 Railroad Avenue, 2nd Floor, Greenwich, CT  06830

 

(c)

Citizenship:

KCM is a Delaware corporation.  Mr. Lowenstein and Mr. Coleman are U.S. citizens.

 

(d)

Title of Class of Securities:

Class A Ordinary Shares, $0.0001 par value (“Class A Shares”)

(e)

CUSIP number:

G75529100

This is the CUSIP number for the Issuer’s Class A Shares.  The CUSIP number for the Issuer’s Units is G75529118. (See Item 4.)

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[___]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[___]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).

(c)

[___]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).

(d)

[___]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[  X ]

An investment adviser in accordance with §13d-1(b)(1)(ii)(E).

(f)

[___]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

[___]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

[___]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

[___]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

[___]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

[___]

If this statement is filed pursuant to §240.13d-1(c), check this box.

Item 4

Ownership

(a) through (c)

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.  Ownership is stated as of December 31, 2021 and percentage ownership is based on 34,502,500 Class A Shares outstanding as of November 12, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.

 

As of December 31, 2021 the Reporting Persons held the Issuer’s Units, each consisting of one Class A share and one quarter of one warrant to purchase one Class A Share at an exercise price of $11.50 per share (“Units”).  The warrants are not exercisable as of or within 60 days of December 31, 2021, and so the ownership reported herein relates solely to the Class A Shares underlying the Reporting Persons’ Units and does not give effect to the warrants.

 

In addition to his shared indirect beneficial ownership of the securities reported herein that are directly beneficially owned by KCM, as of December 31, 2021 Mr. Coleman held securities of the Issuer in a personal, non-discretionary account in which he has a pecuniary interest but over which he has no voting or dispositive power.

 

Item 5

Ownership of Five Percent or Less of a Class:

Not Applicable

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer that it directly owns.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company:

Not Applicable

 

Item 8

Identification and Classification of Members of the Group:

Not Applicable

 

Item 9

Notice of Dissolution of a Group:

Not Applicable

 

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to herein were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

KENSICO CAPITAL MANAGEMENT CORP.

 

By:

/s/ Michael B. Lowenstein

Name:

Michael B. Lowenstein

Authorized Signatory

 

MICHAEL B. LOWENSTEIN

 

/s/ Michael B. Lowenstein

THOMAS J. COLEMAN

 

/s/ Thomas J. Coleman

KENSICO CAPITAL MANAGEMENT CORP.

 

By:

/s/ Michael B. Lowenstein

Name:   Michael B. Lowenstein, Authorized Signatory

 

 

MICHAEL B. LOWENSTEIN

 

THOMAS J. COLEMAN

 

/s/ Thomas J. Coleman