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W. H. Reaves & Co., Inc. disclosed passive ownership of Class A ordinary shares of Rice Acquisition Corp 3. As of December 31, 2025, it beneficially owned 2,400,000 shares, representing 8% of the class.
The firm reports sole voting and dispositive power over all 2,400,000 shares. The securities are beneficially owned by a closed-end fund registered under the Investment Company Act of 1940 that is managed by W. H. Reaves & Co., Inc. The filing certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Rice Acquisition Corporation 3 received a Schedule 13G from Rice Acquisition Sponsor 3 LLC, Daniel J. Rice IV, and J. Kyle Derham disclosing beneficial ownership of 22,062,600 Class A ordinary shares, representing 39.0% of the class.
The reported stake comprises 2,500 Class A shares, 100 Class A shares issuable upon conversion of Opco Class A units (with a corresponding forfeiture of Class B shares), 11,410,000 Class A shares issuable upon conversion of Opco Class B units (and an equivalent number of Class B shares), and 10,650,000 warrants to acquire Class A shares at $11.50 per share, exercisable 30 days after completion of the initial business combination. Voting and dispositive power are shared for all 22,062,600 shares, with no sole power reported.
The percentage is based on 34,502,500 Class A shares outstanding as of November 3, 2025, as increased by 22,060,100 additional shares issuable from the holders’ units and warrants. The date of event is September 30, 2025.
Rice Acquisition Corporation 3 reported minimal operating activity as it built toward its SPAC launch. For the quarter ended September 30, 2025, the company recorded a net loss of $66,787, driven by formation, general, and administrative costs. From inception through September 30, 2025, the cumulative net loss was $91,732. Cash stood at $10,650,422 with a working capital deficit of $625,140 as of quarter-end.
Subsequent to quarter-end, the SPAC completed its IPO on October 2, 2025, selling 34,500,000 Units at $10.00 each and placing $345,000,000 in a U.S. trust account. It also sold 10,650,000 Private Placement Warrants at $1.00 for $10,650,000. Transaction costs totaled $23,330,776, including $6,900,000 cash underwriting fees and up to $13,368,750 in deferred underwriting fees. A forward purchase agreement provides up to $100,000,000 (10,000,000 Class A shares at $10.00), though one sponsor may terminate its commitment.
The trust may be used to complete a business combination within 24 months (or 27 months with extension), with public shareholders granted redemption rights at a pro rata share of trust funds. As of November 3, 2025, Class A shares outstanding were 34,502,500 and Class B shares were 11,500,100.
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.
Rice Acquisition Corp 3 — Schedule 13G filed by Encompass Capital. Encompass Capital Advisors LLC and Todd J. Kantor reported beneficial ownership of 2,000,000 shares of Class A common stock, representing 5.8% of the class. Encompass Capital Partners LLC reported 1,634,125 shares, or 4.74%.
The reporting persons have 0 shares with sole voting or dispositive power and shared voting and dispositive power over the reported amounts. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control. The date of the event triggering the filing was 10/01/2025.
Rice Acquisition Corporation 3 completed its IPO, selling 34,500,000 units at $10.00 per unit for gross proceeds of $345,000,000 after underwriters exercised their full over-allotment. Each unit includes one Class A ordinary share and one-sixth of one redeemable warrant; each whole warrant is exercisable at $11.50 per share.
The company deposited $345,000,000 into a trust account, which includes up to $13,368,750 as a maximum deferred underwriting discount. Release of trust funds is limited to completing a business combination, specified shareholder redemption events, or liquidation within a 24‑month window (27 months if the sponsor exercises a three‑month extension). Underwriters’ deferred discount ranges from $0 to $13,368,750 based on public shares outstanding after the business combination and is forfeited if no combination occurs.
Concurrently, the sponsor purchased 10,650,000 private placement warrants at $1.00 each for $10,650,000; each is exercisable to buy one Class A ordinary share at $11.50. The company adopted amended Articles and appointed independent directors, with related committee chairs named.