Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 25, 2021, Rice Acquisition Corp. (the "Company") received a notice from
the New York Stock Exchange (the "NYSE") indicating that the Company is not in
compliance with Section 802.01E of the NYSE Listed Company Manual as a result of
its failure to timely file its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2021 (the "Form 10-Q") with the Securities and Exchange
Commission ("SEC").
On April 12, 2021, the staff of 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"), which
expressed the view that certain terms and conditions common to warrants issued
by special purpose acquisition companies ("SPACs") may require the warrants to
be classified as liabilities on the SPAC's balance sheet as opposed to equity.
As the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021,
in light of the Statement, the Company concluded that its warrants, which since
issuance in October 2020 were accounted for as equity within the Company's
balance sheet, should be presented as liabilities with subsequent fair value
remeasurement, and on May 13, 2021, the Company filed restated audited financial
statements as of and for the period from September 1, 2020 (inception) through
December 31, 2020 in Amendment No. 1 to its Annual Report on Form 10-K/A (the
"Restatement"). As a result of the considerable time and dedication of resources
required to complete the Restatement, the Company was unable to timely file the
Form 10-Q with the SEC.
On May 26, 2021, the Company filed the Form 10-Q, curing the late filer
deficiency and regaining compliance with the NYSE's continued listing standards.
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