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The company has successfully raised substantial capital through its IPO and private placement warrant sale, providing a strong financial foundation for pursuing a business combination. Its management team and board have relevant experience in SPACs and related industries, which may support effective identification and execution of acquisition opportunities. The company maintains strong liquidity and a high current ratio, indicating financial stability to support its acquisition activities. The trust account funds are secured and intended to be used primarily for the initial business combination, aligning shareholder interests with the company’s acquisition objectives.

The company has not yet identified a specific business combination target or engaged in substantive discussions, which introduces uncertainty regarding the timing and success of completing a business combination. Costs associated with identifying and completing a business combination may exceed estimates, potentially requiring additional financing or leading to insufficient funds to operate. If the company fails to complete a business combination within the required timeframe, it may be forced to liquidate the trust account and cease operations. The company’s lack of operating revenues and reliance on interest income until a business combination is completed limits its current business model visibility and operational track record.

As a blank check company, Rice Acquisition Corp 3 does not currently have operating assets, products, or services that create a competitive moat. Its value proposition lies in its ability to identify and complete a business combination with a target company, leveraging capital raised through its IPO and private placement warrants. The company’s moat will depend on the quality and strategic fit of the business combination it completes, as well as the expertise of its management and board in executing such transactions. Until a business combination is consummated, the company’s operations are limited to capital management and acquisition efforts.

• Business Combination Uncertainty: The company has not selected a specific business combination target and has not engaged in substantive discussions, creating uncertainty about the timing and success of completing a business combination.
• Funding and Cost Risks: Costs to identify, evaluate, and complete a business combination may exceed estimates, potentially requiring additional financing or leading to insufficient funds to operate prior to the business combination.
• Liquidation Risk: Failure to complete a business combination within the required time period may force the company to cease operations and liquidate the trust account, adversely affecting shareholders.
• Limited Operating History: The company has no operating revenues and limited operational history, relying on interest income from trust account funds until a business combination is consummated.
• Concentration of Credit Risk: Cash held in financial institutions may exceed FDIC insurance limits, exposing the company to potential credit risk.

• Rice Acquisition Corp 3 is a blank check company incorporated as a Cayman Islands exempted company on June 6, 2025, formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
• The company completed its initial public offering (IPO) on October 2, 2025, issuing 34,500,000 units at $10.00 per unit, generating gross proceeds of $345 million, including an over-allotment option fully exercised.
• Simultaneously with the IPO, the company sold 10,650,000 private placement warrants to its sponsor for $1.00 per warrant, raising $10.65 million.
• Of the IPO proceeds and private placement warrant sale, $345 million was deposited into a trust account to be used substantially for the initial business combination.
• As of December 31, 2025, the company held $348.4 million in the trust account and $2.585 million in cash outside the trust account.
• The company has not engaged in any business operations or generated revenues to date; its activities have been limited to organizational activities, IPO preparation, and identifying a target for business combination.
• The company generates non-operating income from interest earned on marketable securities held in the trust account.
• For the period from June 6, 2025 (inception) through December 31, 2025, the company reported net income of $2,853,706, primarily from interest income of $3,401,782 offset by operating expenses of $548,076.
• As of June 30, 2026, the company reported current assets of $2,462,169 and current liabilities of $211,182, resulting in a current ratio of 11.66, indicating strong short-term liquidity.
• The company has no long-term debt or capital lease obligations, other than a monthly administrative services agreement with its sponsor for $20,000.
• The company’s capital structure includes Class A ordinary shares subject to possible redemption and Class B ordinary shares held by initial shareholders and the sponsor.
• The company’s management team includes CEO J. Kyle Derham and CFO James Wilmot Rogers, both with prior experience in similar SPACs and related industries.
• The company’s board includes independent directors and executives with relevant industry and financial expertise.
• The company’s financial statements have been audited by WithumSmith+Brown, PC, with an unqualified opinion as of December 31, 2025.
• The company’s business model and financial disclosures are consistent with typical SPAC structures, focusing on capital raising and preparation for a business combination.
• The company’s risk factors include the uncertainty of completing a business combination and the potential need for additional financing if costs exceed estimates.
• The company’s governance and financial reporting comply with SEC requirements for smaller reporting companies and emerging growth companies.