KRSP IPO complete with full overallotment; $345M placed in trust

Rhea-AI Filing Summary

Rice Acquisition Corporation 3 completed its IPO of 34,500,000 units at $10.00 per unit, including 4,500,000 units from the underwriters’ full over-allotment exercise. Each unit consists of one Class A ordinary share and one-sixth of a redeemable warrant. Each whole Public Warrant is exercisable for one Class A ordinary share at $11.50 per share.

Substantially concurrently with the IPO closing, the company sold 10,650,000 Private Placement Warrants at $1.00 each to Rice Acquisition Sponsor 3 LLC, each exercisable for one Class A ordinary share at $11.50. $345,000,000 of net proceeds were deposited into a segregated U.S. trust account with Odyssey Transfer and Trust Company as trustee. An audited balance sheet reflecting the proceeds is included as Exhibit 99.1.

Insights

Capital markets analyst

SPAC IPO closed with $345M placed in trust.

Rice Acquisition Corporation 3 finalized an IPO of 34,500,000 units at $10.00, with underwriters exercising the full over-allotment. Units bundle one Class A share and one-sixth of a warrant; whole warrants are exercisable at $11.50.

In a concurrent private sale, the sponsor purchased 10,650,000 warrants at $1.00 each, also exercisable at $11.50. The company reported $345,000,000 deposited into a U.S. trust account, consistent with standard SPAC structures where funds are held pending a future business combination.

The trust balance, warrant terms, and audited balance sheet (Exhibit 99.1) frame the SPAC’s capital base. Actual impact on shareholders will depend on future combination terms and warrant exercises; specific timing or targets are not detailed in the excerpt.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 2, 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.

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.

1

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

2

FAQ

What did KRSP announce in this 8-K?

The company completed an IPO of 34,500,000 units at $10.00 per unit, including 4,500,000 from the full over-allotment exercise.

What is included in KRSP's units and how are the warrants structured?

Each unit has one Class A share and one-sixth of a redeemable warrant; a whole Public Warrant buys one share at $11.50.

How much money was placed in KRSP’s trust account?

$345,000,000 of net proceeds were deposited into a segregated U.S. trust account with Odyssey Transfer and Trust Company as trustee.

Did KRSP conduct a private placement alongside the IPO?

Yes. It sold 10,650,000 Private Placement Warrants at $1.00 each to Rice Acquisition Sponsor 3 LLC, exercisable at $11.50 per share.

Which financial statement accompanies this announcement?

An audited balance sheet as of October 2, 2025 is included as Exhibit 99.1.

What are KRSP’s exchange listings and symbols?

Units: KRSP U; Class A ordinary shares: KRSP; warrants: KRSP WS, each listed on the NYSE.