Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 12, 2021, the staff of the Securities and Exchange Commission (the "SEC") issued a public statement entitled "Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies ('SPACs')" (the "Statement"). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity. Since issuance on October 26, 2020, the outstanding warrants ("Warrants") to purchase Class A common stock of Rice Acquisition Corp.(the "Company") were accounted for as equity within the Company's balance sheet. In light of the Statement, after discussion and evaluation, including with the Company's independent auditors, the Company has concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.

On May 11, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company's management, that the Company's consolidated financial statements for the period beginning September 1, 2020 (inception) through December 31, 2020 (the "Non-Reliance Period") should no longer be relied upon due to a misapplication in the guidance around accounting for the Warrants.

Similarly, press releases, earnings releases, and investor presentations or other communications describing the Company's consolidated financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit report of the Company's current independent registered public accounting firm, WithumSmith+Brown, PC ("Withum"), included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as filed on March 30, 2021 with the SEC should no longer be relied upon.

The Company plans to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020, to include the restated audited financial statements for the Non-Reliance Period.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Withum. Withum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.

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