Rice Acquisition Corp 3

Item 1. Business Overview We are a blank check company incorporated on June 6, 2025, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Report as our “initial business combination.” We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. On June 20, 2025, our sponsor received 9,487,500 Class B units of Opco for no consideration and purchased 9,487,500 of the company’s Class B…

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Risk Factors Set forth below are the material factors that make an investment in us speculative or risky. However, the risks and uncertainties described below are not the only ones we face, and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, or that may apply generically to any company, may also become important factors that adversely affect our business. If any of the events or circumstances described below actually occur, the trading price of our securities could decline, and investors could lose all or part of their investment. Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination…

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