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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 18, 2025
RICE ACQUISITION CORPORATION 3
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42883 |
|
98-1863122 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (412) 228-1801
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeemable warrant |
|
KRSP U |
|
New York Stock Exchange |
| Class A ordinary share, $0.0001 par value |
|
KRSP |
|
New York Stock Exchange |
| Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
KRSP WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On November 18, 2025, Rice Acquisition Corporation
3 (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
announcing that the holders of the Company’s units may elect to separately trade the Company’s Class A ordinary shares and
warrants that comprise the units commencing on November 21, 2025. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange
(the “NYSE”) under the symbols “KRSP” and “KRSP WS,” respectively. Those units not separated will
continue to trade on the NYSE under the symbol “KRSP U.” Holders of units will need to have their brokers contact Odyssey
Transfer and Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated November 18, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 18, 2025 |
RICE ACQUISITION CORPORATION 3 |
| |
|
|
| |
By: |
/s/ James Wilmot Rogers |
| |
Name: |
James Wilmot Rogers |
| |
Title: |
Chief Financial Officer and
Chief Accounting Officer |