Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


			NUMBER UNITS U-
	 	 	 
	SEE REVERSE FOR	Rice Acquisition Corp. II	 
	CERTAIN	 	 
	DEFINITIONS	 	 
	 	 	 
		 	CUSIP [●]






 





UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-FOURTH OF ONE REDEEMABLE


 


WARRANT TO PURCHASE ONE CLASS A ORDINARY
SHARE


 


THIS CERTIFIES THAT                 
is the owner of                  Units.


 


Each Unit (“Unit”) consists of one (1) Class A
ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Rice Acquisition Corp. II, a Cayman Islands exempted company
(the “Company”), and one-fourth (1/4) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant
entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable
thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses (each, a “Business Combination”), and will expire unless
exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and
Warrants comprising the Units represented by this certificate are not transferable separately prior to                
, 2021, unless Citigroup Global Markets Inc. and Barclays Capital Inc. elect to allow earlier separate trading, subject to the Company’s
filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of the initial public offering and the sale of the private placement warrants and issuing
a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only
whole warrants are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of                   , 2021, between the Company,
Rice Acquisition Holdings II LLC (“Opco”) and Continental Stock Transfer & Trust Company, as Warrant Agent, and are
subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York,
New York 10004, and are available to any Warrant holder on written request and without cost.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising such
Units.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 


Witness the facsimile signatures of its duly authorized
officers.


 


	By	 	 	 
		Chief Executive Officer	 	Chief Financial Officer



 







     


     


    

 


Rice Acquisition Corp. II


 


The Company will furnish without charge to each
unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of shares or series thereof of the Company and the qualifications, limitations or restrictions of such preferences
and/or rights.


 


The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 





	
    TEN COM
	—	as tenants in common	UNIF GIFT MIN ACT —	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	(Cust)	 	(Minor)
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts 

to Minors Act
	 	 	 	 	 
	 	 	 	 	(State)


 


Additional abbreviations may also be used though
not in the above list.


 




    2


     


    

 


For value received,                 
hereby sells, assigns and transfers unto


 





 






(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))


 





 









(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 





 






Units represented by the within Certificate, and
do hereby irrevocably constitute and appoint


 





 






Attorney to transfer the said Units on the books
of the within named Company with full power of substitution in the premises.


 


	Dated _________________________________	 	 
	 	 	 
	 	 	 
		 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
	 	 	 
	Signature(s) Guaranteed:	 	 
	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 OR ANY SUCCESSOR RULES).	 	 



 


In each case, as more fully described in the Company’s final
prospectus dated [●], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain
funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the
Company redeems the Ordinary Shares sold in its initial public offering and Class A Units of Opco (other than those held by the Company)
and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems
the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and
restated memorandum and articles of association  that would modify the substance or timing of the Company’s obligation to
provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business
combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time
period set forth therein, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender
offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination)
setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.


 


 


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