Rice Acquisition Corp. II - FORM S-1/A - EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - June 3, 2021

Attached files

file filename
S-1/A - REGISTRATION STATEMENT - Rice Acquisition Corp. IIfs12021a3_riceacquisition2.htm
EX-10.10 - FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OPCO - Rice Acquisition Corp. IIfs12021a3ex10-10_riceacquis2.htm
EX-10.9 - FORM OF LETTER AGREEMENT AMONG OPCO, THE REGISTRANT, THE SPONSOR AND EACH DIRECT - Rice Acquisition Corp. IIfs12021a3ex10-9_riceacquis2.htm
EX-10.8 - SECURITIES SUBSCRIPTION AGREEMENT, DATED FEBRUARY 26, 2021, BETWEEN THE SPONSOR - Rice Acquisition Corp. IIfs12021a3ex10-8_riceacquis2.htm
EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT, OPCO AND THE S - Rice Acquisition Corp. IIfs12021a3ex10-5_riceacquis2.htm
EX-10.4 - FORM OF INDEMNITY AGREEMENT - Rice Acquisition Corp. IIfs12021a3ex10-4_riceacquis2.htm
EX-10.3 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT, OP - Rice Acquisition Corp. IIfs12021a3ex10-3_riceacquis2.htm
EX-10.2 - FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, THE - Rice Acquisition Corp. IIfs12021a3ex10-2_riceacquis2.htm
EX-10.1 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Rice Acquisition Corp. IIfs12021a3ex10-1_riceacquis2.htm
EX-5.2 - FORM OF OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE - Rice Acquisition Corp. IIfs12021a3ex5-2_riceacquis2.htm
EX-5.1 - FORM OF OPINION OF KIRKLAND & ELLIS LLP - Rice Acquisition Corp. IIfs12021a3ex5-1_riceacquis2.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Rice Acquisition Corp. IIfs12021a3ex4-4_riceacquis2.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Rice Acquisition Corp. IIfs12021a3ex4-3_riceacquis2.htm
EX-4.2 - SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE - Rice Acquisition Corp. IIfs12021a3ex4-2_riceacquis2.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Rice Acquisition Corp. IIfs12021a3ex4-1_riceacquis2.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGIS - Rice Acquisition Corp. IIfs12021a3ex3-2_riceacquis2.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Rice Acquisition Corp. IIfs12021a3ex1-1_riceacquis2.htm

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement Amendment No. 3 on Form S-1, of our report dated May 6, 2021, relating to the financial statements of Rice Acquisition Corp. II which is contained in that Prospectus. We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ WithumSmith+Brown, PC  
   
New York, New York  
June 3, 2021