Rice Acquisition Corporation 3

What they do

Rice Acquisition Corp 3 is a Cayman Islands exempted company incorporated on June 6, 2025, for the purpose of effecting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses. It completed its initial public offering (IPO) on October 2, 2025, selling 34.5 million units at $10.00 per unit, and simultaneously sold 10.65 million private placement warrants to its sponsor. The company has not engaged in any business operations and has generated no revenues; its activities have been limited to organizational matters, IPO preparation, and identifying a target for a business combination.

Revenue drivers

• Interest income on trust account — Following the IPO, the company generates non-operating income in the form of interest income on marketable securities held in the trust account. The trust account holds $345.0 million, including the maximum deferred underwriting discount.

Recent performance

For the period from inception (June 6, 2025) through June 30, 2026, the company has not generated any revenues. As of June 30, 2026, total assets were $357.2 million, total liabilities were $16.4 million, and shareholder equity was negative $14.2 million. Cash and equivalents outside the trust account were $2.2 million. The company incurred offering costs of approximately $23.3 million related to the IPO, including $6.9 million in cash underwriting fees and $13.4 million in deferred underwriting fees.

Strategy

The company intends to use cash derived from the IPO proceeds and private placement warrants to effectuate its initial business combination, potentially using cash, shares, debt, or a combination thereof. Management expects to continue incurring significant costs in the pursuit of acquisition plans. The company has not identified a target business and cannot assure that any business combination will be completed.

Risks

• No operating history or revenues — As a recently formed blank check company with no operating results, there is no basis to evaluate its ability to complete a business combination, and it may never generate operating revenues.
• Failure to complete business combination — If the company fails to complete an initial business combination, it will be unable to generate revenues, and public shareholders may lose all or part of their investment.
• Trust account claims by third parties — Third-party claims could reduce the proceeds held in the trust account, potentially lowering the per-share redemption amount below $10.00 per public share.
• Reliance on past performance of management — Past performance of the Rice family, Rice Investment Group, and prior Rice-affiliated SPACs is not indicative of the company's future performance or ability to locate a suitable target.

Outlook

Management states that they expect to continue incurring significant costs in pursuing acquisition plans and cannot assure success. The company has a deadline to complete a business combination within 24 months (or 27 months if the sponsor extends) from the IPO, subject to shareholder approval. No target has been identified as of the latest filing.