SC 13G
1
13G_Filing_12.31.22_RONI.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rice Acquisition Corp II (RONI)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G75529100
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1.NAMES OF REPORTING PERSONS
J. Goldman & Co., L.P.
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
9.AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
10.CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) []
11.PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.09%
12.TYPE OF REPORTING PERSON (see
instructions)
IA
1.NAMES OF REPORTING PERSONS
J. Goldman Capital Management, Inc.
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
5.09%
12.TYPE OF REPORTING PERSON (see instructions)
CO
1.NAMES OF REPORTING PERSONS
Jay G. Goldman
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,760,506 shares of Common Stock (including 100,455 shares of
Common Stock issuable upon exercise of warrants and units)
(see Item 4)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
5.09%
12.TYPE OF REPORTING PERSON (see instructions)
IN
Item 1.
(a)Name of Issuer: Rice Acquisition Corp II (RONI)
(b)Address of Issuer's Principal Executive Offices:
102 E Main St
Second Story
Carnegie, PA 15106
Item 2.
(a)Name of Person Filing:
This Statement is filed by: (i) J. Goldman & Co., L.P.
("JGC") with respect to Common Stock of the
Company beneficially owned by J. Goldman Master
Fund, L.P.; (ii) J. Goldman Capital Management, Inc.
("JGCM") with respect to Common Stock of the
Company beneficially owned by J. Goldman Master
Fund, L.P.; and (iii) Mr. Jay G. Goldman with respect
to Common Stock of the Company beneficially owned
by J. Goldman Master Fund, L.P.
(b)Address of the Principal Office or, if none,
residence
The address of the principal place of business office of
JGC, JGCM and Mr. Goldman is c/o J. Goldman &
Co., L.P., 510 Madison Avenue, 26th Floor, New
York, NY 10022.
(c)Citizenship
JGC and JGCM are organized under the laws of the
State of Delaware. Mr. Goldman is a citizen of the
United States of America.
(d)Title of Class of Securities
Common Stock
(e)CUSIP Number
G75529100
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.
78c).
(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 240.13d-
1(b)(1)(ii)(E);
(f)[ ]An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g)[X]A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h)[ ]A savings associations 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).
Item 4. Ownership.
The information as of the date of the event which
requires filing of this statement required by Items
4(a)-(c) is set forth in Rows 5-11 of the cover
page for each Reporting Person hereto and is listed
below for each Reporting Person. The percentage set
forth in Row 11 of the cover page for each Reporting
Person is based on 34,502,500 shares of Common Stock
issued and outstanding as of September 30, 2022, as
represented in the Company's Quarterly Report on Form 10-Q
filed with the Securities Exchange Commission on
November 10, 2022 and assumes the exercise of the
Company's reported warrants and units.
(a)Amount beneficially owned:
J. Goldman & Co., L.P. - 1,760,506 shares of Common Stock
(including 100,455 shares of Common Stock issuable upon
exercise of warrants and units)
J. Goldman Capital Management, Inc. - 1,760,506 shares of
Common Stock (including 100,455 shares of Common Stock
issuable upon exercise of warrants and units)
Jay. G. Goldman - 1,760,506 shares of Common Stock (including
100,455 shares of Common Stock issuable upon exercise of
warrants and units)
(b)Percent of class:
J. Goldman & Co., L.P. - 5.09%
J. Goldman Capital Management, Inc. - 5.09%
Jay. G. Goldman - 5.09%
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote:
J. Goldman & Co., L.P. - 0
J. Goldman Capital Management, Inc. - 0
Jay. G. Goldman - 0
(ii)Shared power to vote or to direct the vote:
J. Goldman & Co., L.P. - 1,760,506 shares of Common Stock
(including 100,455 shares of Common Stock issuable upon
exercise of warrants and units)
J. Goldman Capital Management, Inc. - 1,760,506 shares of
Common Stock (including 100,455 shares of Common Stock
issuable upon exercise of warrants and units)
Jay. G. Goldman - 1,760,506 shares of Common Stock (including
100,455 shares of Common Stock issuable upon exercise of
warrants and units)
(iii)Sole power to dispose or to direct the
disposition of:
J. Goldman & Co., L.P. - 0
J. Goldman Capital Management, Inc. - 0
Jay. G. Goldman - 0
(iv)Shared power to dispose or to direct the
disposition of:
J. Goldman & Co., L.P. - 1,760,506 shares of Common Stock
(including 100,455 shares of Common Stock issuable upon
exercise of warrants and units)
J. Goldman Capital Management, Inc. - 1,760,506 shares of
Common Stock (including 100,455 shares of Common Stock
issuable upon exercise of warrants and units)
Jay. G. Goldman - 1,760,506 shares of Common Stock (including
100,455 shares of Common Stock issuable upon exercise of
warrants and units)
Item 5. Ownership of Five Percent or Less of a
Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of
the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of
Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
(a)The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above 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 of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
J. GOLDMAN & CO.,
L.P.
2/13/2023
Date
/s/ Sagan A. Weiss
Signature
Name: Sagan A. Weiss
Title: Chief Compliance
Officer
J. GOLDMAN CAPITAL
MANAGEMENT, INC.
2/13/2023
Date
/s/ Jay G. Goldman
Signature
Name: Jay G. Goldman
Title: Director
JAY G. GOLDMAN
2/13/2023
Date
/s/ Jay G. Goldman
Signature
AGREEMENT
The undersigned agree that this Schedule
13G dated December 31, 2022 relating to the
Common Stock of RONI shall be filed on behalf of the
undersigned.
J. GOLDMAN & CO.,
L.P.
2/13/2023
Date
/s/ Sagan A. Weiss
Signature
Name: Sagan A. Weiss
Title: Chief Compliance
Officer
J. GOLDMAN CAPITAL
MANAGEMENT, INC.
2/13/2023
Date
/s/ Jay G. Goldman
Signature
Name: Jay G. Goldman
Title: Director
JAY G. GOLDMAN
2/13/2023
Date
/s/ Jay G. Goldman
Signature
