Rice Sponsor 3 discloses 39.0% beneficial stake in Class A

Rhea-AI Filing Summary

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.

Insights

Equity ownership analyst

Large insider-affiliated stake disclosed; administrative update.

Rice Acquisition Sponsor 3 LLC, together with Daniel J. Rice IV and J. Kyle Derham, reported beneficial ownership of 22,062,600 Class A shares (including issuable shares and warrants). The filing lists shared voting and dispositive power over the full amount and zero sole power.

The calculation uses 34,502,500 Class A shares outstanding as of Nov 3, 2025, plus 22,060,100 shares issuable from units and warrants, yielding a 39.0% stake. Components include 10,650,000 warrants at an exercise price of $11.50 per share, exercisable 30 days after the business combination.

This is a disclosure of ownership rather than a transaction. Actual market impact depends on future conversions or warrant exercises; timing beyond the stated exercisability is not detailed in the excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Rice Acquisition Corporation 3

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G7553X106

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G7553X106

1

Names of Reporting Persons

Rice Acquisition Sponsor 3 LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,062,600.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,062,600.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,062,600.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

39.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported securities represent (i) 2,500 Class A ordinary shares ("Class A Shares"), (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Rice Acquisition Holdings 3 LLC ("Opco") (and forfeiture of an equivalent number of Class B ordinary shares ("Class B Shares")) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination ("Warrants"). The percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.

SCHEDULE 13G

CUSIP No. G7553X106

1

Names of Reporting Persons

Daniel J. Rice, IV

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,062,600.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,062,600.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,062,600.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

39.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The reported securities represent (i) 2,500 Class A Shares, (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Opco (and forfeiture of an equivalent number of Class B Shares) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 Warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination. The percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.

SCHEDULE 13G

CUSIP No. G7553X106

1

Names of Reporting Persons

J. Kyle Derham

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,062,600.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,062,600.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,062,600.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

39.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The reported securities represent (i) 2,500 Class A Shares, (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Opco (and forfeiture of an equivalent number of Class B Shares) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 Warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination. The percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Rice Acquisition Corporation 3
(b)	Address of issuer's principal executive offices: 102 East Main Street, Second Story Carnegie, Pennsylvania 15106
Item 2.
(a)	Name of person filing: This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Rice Acquisition Sponsor 3 LLC ("Sponsor") (ii) Daniel J. Rice, IV (iii) J. Kyle Derham
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is c/o Rice Acquisition Corporation 3, 102 East Main Street, Second Story, Carnegie, Pennsylvania 15106.
(c)	Citizenship: See responses to row 4 on each cover page.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G7553X106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to row 9 on each cover page. The reported securities represent (i) 2,500 Class A Shares, (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Opco (and forfeiture of an equivalent number of Class B Shares) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 Warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination. The reported securities are directly held by Sponsor. Shalennial Acquisition Sponsor 3 LLC ("Rice Sponsor") and Mercuria Energy Group Holding, SA are members of Sponsor, with Rice Sponsor serving as the sole managing member. Rice Sponsor is a wholly owned subsidiary of Shalennial Fund II, L.P. Daniel J. Rice, IV and J. Kyle Derham are members of the board of managers of Rice Investment Group UGP, LLC, which is the general partner of Shalennial GP II, L.P., which is the general partner of Shalennial Fund II, L.P. As such, Messrs. Rice and Derham may be deemed to have or share beneficial ownership of the reported securities held directly by Sponsor. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the reported securities covered by this statement.
(b)	Percent of class: See responses to row 11 on each cover page. The reported percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to row 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to row 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to row 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to row 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rice Acquisition Sponsor 3 LLC

Signature:	/s/ James Wilmot Rogers
Name/Title:	James Wilmot Rogers, Attorney-in-Fact for Rice Acquisition Sponsor 3 LLC
Date:	11/14/2025

Daniel J. Rice, IV

Signature:	/s/ Daniel J. Rice, IV
Name/Title:	Daniel J. Rice, IV
Date:	11/14/2025

J. Kyle Derham

Signature:	/s/ James Wilmot Rogers
Name/Title:	James Wilmot Rogers, Attorney-in-Fact for J. Kyle Derham
Date:	11/14/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated as of November 14, 2025

FAQ

What stake did the reporting persons disclose in KRSP?

They reported beneficial ownership of 22,062,600 Class A shares, representing 39.0% of the class.

How is the 39.0% ownership for KRSP calculated?

It is based on 34,502,500 Class A shares outstanding as of November 3, 2025, increased by 22,060,100 shares issuable from units and warrants.

Who are the reporting persons for KRSP in this Schedule 13G?

The filing lists Rice Acquisition Sponsor 3 LLC, Daniel J. Rice IV, and J. Kyle Derham.

What securities make up the reported 22,062,600 shares for KRSP?

They include 2,500 Class A shares, 100 issuable via Opco Class A units, 11,410,000 issuable via Opco Class B units, and 10,650,000 warrants at $11.50 per share.

Do the KRSP reporting persons have sole or shared voting power?

They report shared voting and dispositive power over 22,062,600 shares and no sole power.

When do the KRSP warrants become exercisable?

The 10,650,000 warrants become exercisable 30 days after the completion of the initial business combination.

What is the Schedule 13G event date for KRSP?

The date of event is September 30, 2025.