UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed, on October 2, 2025, Rice Acquisition Corporation 3 (the “Company”) completed its initial public offering (“IPO”) of 34,500,000 units (the “Units”), including 4,500,000 Units that were issued pursuant to the underwriters’ exercise in full of their over-allotment option. Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-sixth of one redeemable warrant of the Company (each such whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.
Also as previously disclosed, on October 2, 2025, substantially concurrently with the closing of the IPO, the Company completed the private sale of 10,650,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to Rice Acquisition Sponsor 3 LLC. Each Private Placement Warrant is exercisable to purchase for $11.50 one Class A Ordinary Share.
Of the net proceeds from the IPO and the sale of the Private Placement Warrants, $345,000,000 has been deposited into a segregated trust account located in the United States, with Odyssey Transfer and Trust Company acting as trustee.
An audited balance sheet as of October 2, 2025, reflecting receipt of the proceeds from the IPO and the sale of the Private Placement Warrants, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of October 2, 2025. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 8, 2025 | RICE ACQUISITION CORPORATION 3 | |
| By: | /s/ James Wilmot Rogers | |
| Name: | James Wilmot Rogers | |
| Title: | Chief Financial Officer and Chief Accounting Officer | |
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