false
--12-31
0002074872
0002074872
2025-09-30
2025-09-30
0002074872
KRSP:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnesixthOfOneRedeemableWarrantMember
2025-09-30
2025-09-30
0002074872
KRSP:ClassOrdinaryShare0.0001ParValueMember
2025-09-30
2025-09-30
0002074872
KRSP:WarrantsExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2025-09-30
2025-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 30, 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 1.01 Entry into a Material Definitive
Agreement.
The Underwriting Agreement and the Trust Agreement
On September 30, 2025,
Rice Acquisition Corporation 3 (the “Company”) and Rice Acquisition Holdings 3 LLC (“Opco”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Jefferies LLC, as representatives
of the several underwriters named therein (the “Underwriters”), relating to the offer and sale (the “IPO”)
of the Company’s units (the “Units”). Each Unit 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.
The Underwriting Agreement
provides for the offer and sale of 30,000,000 Units (“Firm Units”) at a price to the public of $10.00 per Unit. Pursuant to
the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an aggregate of 4,500,000 additional
Units (“Additional Units”) to cover over-allotments, if any. The purchase price payable by the Underwriters for both the Firm
Units and any Additional Units is $9.80 per Unit. In addition, the Company agreed to pay to the Underwriters a deferred discount (the
“Deferred Discount”), which will range from $0 to $13,368,750, depending on the number of Class A Ordinary Shares sold as
part of the Units in the IPO (“Public Shares”) that remain outstanding following consummation of the Company’s initial
business combination, as further described in the Prospectus (as defined below) under the section titled “Underwriting — Commissions
and Expenses.” If the Company does not consummate an initial business combination within the time period provided in the Company’s
Amended and Restated Memorandum and Articles of Association, dated September 30, 2025 (the “Articles”), and the funds held
under the Trust Agreement (described and defined below) are distributed to the holders of Public Shares (the “Public Shareholders”),
(i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized
to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.
The Underwriting Agreement contains customary representations
and warranties, agreements and obligations, closing conditions and termination provisions. The Company and Opco have agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
Also on September 30, 2025,
the Company and Opco entered into an Investment Management Trust Agreement (the “Trust Agreement”) with Odyssey Transfer and
Trust Company (“Odyssey”), as trustee, which establishes the trust account (the “Trust Account”) that will hold
the net proceeds of the IPO and certain of the proceeds from the sale of the Private Placement Warrants (defined and described below).
The Trust Agreement also sets forth the responsibilities and indemnification rights of the trustee and the procedures for withdrawal and
direction of funds from the Trust Account.
On October 2, 2025, the Company
completed its IPO of 34,500,000 Units, including 4,500,000 Units that were issued pursuant to the Underwriters’ exercise in full
of their over-allotment option, and the Company received total gross proceeds of $345,000,000, before deducting underwriting discounts
and commissions and other offering expenses. The material terms of the IPO are described in the prospectus, dated September 30, 2025 (the
“Prospectus”), filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 2, 2025,
pursuant to Rule 424(b) under the Securities Act. The IPO was registered with the SEC pursuant to a Registration Statement on Form S-1,
as amended (File No. 333-289938), initially filed by the Company on August 29, 2025.
Of the net proceeds of the
IPO and the sale of the Private Placement Warrants, $345,000,000, including $13,368,750
(which constitutes the maximum Deferred Discount payable to the Underwriters), has been deposited into the Trust Account. Except with
respect to interest earned on the funds held in the Trust Account that may be released to Opco to fund its and the Company’s working
capital requirements, subject to an annual limit of 5.0% of the interest earned on the funds held in the Trust Account, or pay franchise
and income tax obligations of the Company or Opco, the funds held in the Trust Account will not be released from the Trust Account until
the earliest to occur of (i) the completion of the Company’s initial business combination, (ii) the redemption of any Public Shares
tendered in connection with a shareholder vote to approve an amendment to the Articles to modify the substance or timing of the Company’s
obligation to provide the Public Shareholders the right to have their Public Shares redeemed in connection with the Company’s initial
business combination or to redeem 100% of the Public Shares if the Company has not completed its initial business combination within 24
months (or 27 months if Rice Acquisition Sponsor 3 LLC (the “Sponsor”) exercises its three-month extension option) from the
closing of the IPO (the “Completion Window”) or if the Company’s board of directors (the “Board”) approves
an earlier liquidation and (iii) the redemption of the outstanding Public Shares if the Company has not consummated its initial business
combination within the Completion Window or if the Board approves an earlier liquidation, subject to applicable law.
The foregoing summary description
of the Underwriting Agreement and the Trust Agreement does not purport to be complete and is qualified in its entirety by reference to
the copies of the Underwriting Agreement and the Trust Agreement attached hereto as Exhibits 1.1 and 10.3, respectively, which are incorporated
by reference into this Item 1.01. In addition, for a summary description of relationships between the Company and/or its affiliates and
the Underwriters, see the section titled “Underwriting — Other Relationships” in the Prospectus.
Other Material Agreements
In addition to the Underwriting
Agreement and the Trust Agreement, on September 30, 2025, the Company entered into the following agreements in connection with the IPO:
| ● | a Public Warrant Agreement, dated September 30, 2025 (the “Public Warrant Agreement”), with Odyssey,
as warrant agent, which sets forth, among other things, (i) the expiration and exercise price of, and procedure for exercising, the Public
Warrants; (ii) certain adjustment features of the terms of exercise; (iii) provisions relating to redemption and cashless exercise of
the Public Warrant and (iv) a provision for amendments to the Public Warrant Agreement; |
| ● | a Private Warrant Agreement, dated September 30, 2025 (the “Private Warrant Agreement”), with
Odyssey, as warrant agent, which sets forth, among other things, (i) the expiration and exercise price of, and procedure for exercising,
the Private Placement Warrants; (ii) certain adjustment features of the terms of exercise; (iii) provisions relating to redemption and
cashless exercise of the Private Placement Warrants and (iv) a provision for amendments to the Private Warrant Agreement; |
| |
● |
a Private Placement Warrants Purchase Agreement, dated September 30, 2025 (the “Private Placement Warrants Purchase Agreement”), with Opco and the Sponsor, pursuant to which the Sponsor purchased 10,650,000 warrants (the “Private Placement Warrants”), each of which is exercisable to purchase for $11.50 one Class A Ordinary Share, at a purchase price of $1.00 per Private Placement Warrant on October 2, 2025 in a private placement, generating gross proceeds of $10,650,000; |
| |
● |
a letter agreement, dated September 30, 2025 (the “Letter Agreement”), with its officers and directors and the Sponsor, pursuant to which each such person has agreed to, among other things, (i) vote any ordinary shares of the Company held by them in favor of the Company’s initial business combination (subject to the limitations of applicable securities laws); (ii) facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the Completion Window and (iii) certain transfer restrictions with respect to the Company’s securities; |
| ● | a Registration Rights Agreement, dated September 30, 2025 (the “Registration Rights Agreement”),
with the Sponsor and certain other security holders named therein (collectively, the “Holders”), which, among other things,
entitle the Holders to (i) make up to three demands that the Company register their securities and (ii) certain piggyback registration
rights with respect to registration statements filed subsequent to the completion of the Company’s initial business combination; |
| ● | an Administrative Services Agreement, dated September 30, 2025 (the “Administrative Services Agreement”),
with Opco and the Sponsor, pursuant to which, among other things, the Sponsor has agreed to make available to the Company certain office
space, utilities, secretarial support and administrative services as may be reasonably required by the Company and Opco, and in exchange
therefor and to reimburse legal expenses of the Sponsor or related to its formation, the Company shall cause Opco to pay the Sponsor $20,000
per month until the earlier of the Company’s completion of its initial business combination or liquidation; and |
| |
● |
the Second Amended and Restated Limited Liability Company Agreement of Opco (the “Opco LLC Agreement”), dated September 30, 2025, with Opco and the other members of Opco, which is described in the Prospectus under the section titled “Certain Relationships and Related Party Transactions — Opco LLC Agreement.” |
The foregoing summary description
of the Public Warrant Agreement, the Private Warrant Agreement, the Private Placement Warrants Purchase Agreement, the Letter Agreement,
the Registration Rights Agreement, the Administrative Services Agreement and the Opco LLC Agreement does not purport to be complete and
is qualified in its entirety by reference to the copies of such agreements attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, 10.4, 10.5
and 10.6, respectively, which are incorporated by reference into this Item 1.01. In addition, for a summary description of other relationships
between the Company and the Sponsor, see the section titled “Certain Relationships and Related Party Transactions” in the
Prospectus.
Item 3.02 Unregistered Sales of Equity Securities.
On October 2, 2025,
substantially concurrently with the closing of the IPO and pursuant to the Private Placement Warrants Purchase Agreement, the
Company completed the private sale of 10,650,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement
Warrant to the Sponsor, generating gross proceeds of $10,650,000. No underwriting discounts or commissions were paid with respect to
such sale. Each Private Placement Warrant is exercisable to purchase for $11.50 one Class A Ordinary Share. The issuance of the
Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
Item 3.03 Material Modification to Rights of
Security Holders.
The information provided in
Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2025, Brian
Falik, Kathryn Jackson, D. Mark Leland and David Savett were appointed as members of the Board, and Dr. Jackson and Messrs. Leland and
Savett were appointed as members of the audit, compensation and nominating committees of the Board, with Mr. Leland serving as chair of
the audit committee, Mr. Savett serving as chair of the compensation committee and Dr. Jackson serving as chair of the nominating committee.
The Board has determined that Dr. Jackson and Messrs. Leland and Savett are “independent directors” as defined in the New
York Stock Exchange listing standards and applicable SEC rules.
In September 2025, in contemplation
of Dr. Jackson and Messrs. Leland and Savett becoming independent directors of the Company, the Sponsor forfeited 90,000 Class B units
of Opco, and 30,000 Class B units of Opco were issued to each of Dr. Jackson and Messrs. Leland and Savett. The Sponsor also transferred
a corresponding number of shares of Class B ordinary shares of the Company, par value $0.0001 per share, to each of Dr. Jackson and Messrs.
Leland and Savett.
On September 30, 2025, the
Company entered into indemnification agreements with its directors and executive officers (i.e., J. Kyle Derham, Brian Falik, Kathryn
Jackson, D. Mark Leland, David Savett, James Wilmot Rogers and Anne Cameron) that require the Company to indemnify each of them to the
fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is qualified in its
entirety to the form of indemnification agreement attached hereto as Exhibit 10.7, which is incorporated by reference into this Item 5.02.
Also on September 30, 2025, each director and executive officer of the Company entered into the Letter Agreement, and Dr. Jackson and
Messrs. Leland and Savett entered into the Registration Rights Agreement. A summary description of the Letter Agreement and the Registration Rights Agreement is set forth in Item 1.01 of this Current Report on
Form 8-K and is incorporated into this Item 5.02 by reference; such summary description of the Letter Agreement and the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the copies of such agreements attached hereto
as Exhibits 10.2 and 10.4, respectively, which are incorporated by reference into this Item 5.02.
Other than the foregoing, Dr. Jackson and Messrs. Falik, Leland and
David Savett were not a party to any arrangement or understanding with any person pursuant to which she or he was appointed as a director
of the Company, and none of them is party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the
Company.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 30, 2025 and
in connection with the IPO, the Company’s shareholders adopted the Articles, the Company filed the Articles with the Registrar of
Companies in the Cayman Islands and the Articles became effective. A summary description of certain provisions of the Articles is contained
in the Prospectus under the section titled “Description of Securities” and is incorporated herein by reference. Such description
does not purport to be complete and is qualified in its entirety by reference to the copy of the Articles attached hereto as Exhibit 3.1,
which is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated as of September 30, 2025, by and among the Company, Opco and Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named therein. |
| 3.1 |
|
Amended
and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Public Warrant
Agreement, dated September 30, 2025, by and between the Company and Odyssey, as warrant agent. |
| 4.2 |
|
Private
Warrant Agreement, dated September 30, 2025, by and between the Company and Odyssey, as warrant agent. |
| 10.1 |
|
Private Placement Warrants Purchase Agreement, dated September 30, 2025, by and among the Company, Opco and the Sponsor. |
| 10.2 |
|
Letter
Agreement, dated September 30, 2025, by and among the Company, its officers and directors and the Sponsor. |
| 10.3 |
|
Investment
Management Trust Agreement, dated September 30, 2025, by and among the Company, Opco and Odyssey, as
trustee. |
| 10.4 |
|
Registration
Rights Agreement, dated September 30, 2025, by and among the Company, the Sponsor and certain other security holders named
therein. |
| 10.5 |
|
Administrative Services Agreement, dated September 30, 2025, by and among the Company, Opco and the Sponsor. |
| 10.6 |
|
Second Amended and Restated Limited Liability Company Agreement of Opco, dated September 30, 2025. |
| 10.7 |
|
Form
of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File
No. 333-289938) filed with the SEC on August 29, 2025). |
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 6, 2025 |
RICE ACQUISITION CORPORATION 3 |
| |
|
|
| |
By: |
/s/ James Wilmot Rogers |
| |
Name: |
James Wilmot Rogers |
| |
Title: |
Chief Financial Officer and Chief Accounting Officer |
5
