Business Context and Reporting Period
Rice Acquisition Corp 3 (KRSP) is a Cayman Islands exempted company and blank check entity formed on June 6, 2025, to effect an initial business combination with one or more businesses in the energy sector. The company focuses on upstream oil and gas, power generation, energy infrastructure, and critical metals and minerals. This Form 10-K covers the fiscal year ended December 31, 2025, representing the period from inception through the company's Initial Public Offering (IPO) and subsequent operations.
The company consummated its IPO on October 2, 2025, selling 34,500,000 units at $10.00 per unit. It is classified as an emerging growth company and a smaller reporting company.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Revenue | $0 (No operating revenue) |
| Net Income | $2,853,706 |
| Interest Income (Trust Account) | $3,401,782 |
| Operating Expenses | $548,076 |
| Cash Held in Trust Account | $348,401,782 |
| Cash Outside Trust Account | $2,585,142 |
| Total Assets | $351,296,579 |
| Total Liabilities | $16,097,649 |
| Deferred Underwriting Fee | $13,368,750 |
| Shares Outstanding (Class A Public) | 34,500,000 |
| Shares Outstanding (Class B Founder) | 11,500,100 |
Material Changes and IPO Details
The primary material event during the reporting period was the consummation of the IPO on October 2, 2025. Key details include:
- Gross Proceeds: $345,000,000 from the sale of 34,500,000 units (including full exercise of the 4,500,000 unit over-allotment).
- Private Placement: Simultaneously sold 10,650,000 private placement warrants to the sponsor for $10,650,000.
- Trust Account Deposit: $345,000,000 was deposited into the trust account, representing $10.00 per public share.
- Offering Costs: Approximately $23.3 million total, including $6.9 million in cash underwriting fees and $13.4 million in deferred underwriting fees.
- Forward Purchase Agreement: Entered into an agreement for the purchase of 10,000,000 Class A ordinary shares at $10.00 per share ($100 million total) to be closed concurrently with the initial business combination.
Guidance, Outlook, and Risks
Outlook and Strategy: The company intends to complete an initial business combination within 24 months of the IPO closing (October 2, 2027), with a one-time option to extend by three months. Management plans to leverage the networks of Rice Investment Group and Mercuria Energy Group to identify targets in the energy value chain. No specific target has been identified as of the filing date.
Management Commentary: Management believes the funds held outside the trust account ($2.58 million) plus potential working capital loans from the sponsor are sufficient to operate for at least the duration of the completion window. The company expects to generate non-operating income from interest earned on the trust account.
Risks and Contingencies:
- Liquidation Risk: If a business combination is not completed within the required timeframe, the company will liquidate, and public shareholders will receive their pro-rata share of the trust account (approximately $10.00 per share, plus interest).
- Redemption Risk: Significant redemptions by public shareholders could reduce the cash available for the transaction, potentially requiring additional financing.
- Regulatory Risk: Transactions may be subject to regulatory review, including by the Committee on Foreign Investment in the United States (CFIUS).
- Trust Account Claims: Third-party claims could reduce the amount available for redemption, though the sponsor has agreed to indemnify the trust account up to $10.00 per share.
- Warrant Expiration: Warrants will expire worthless if no business combination is consummated.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance in the trust account and the interest rate earned to confirm the per-share redemption value exceeds $10.00.
- Forward Purchase Agreement Status: Confirm the commitment status of the $100 million forward purchase agreement, noting that Mercuria Sponsor may terminate its commitment at any time.
- Working Capital Sufficiency: Assess whether the $2.58 million cash outside the trust is sufficient to cover operating expenses until the 24-month deadline without additional sponsor loans.
- Deferred Underwriting Fees: Note that $13.4 million in deferred fees will be payable only upon successful completion of a business combination.
- Sponsor Indemnification: Review the sponsor's ability to satisfy indemnification obligations if third-party claims reduce the trust account below $10.00 per share.
- Extension Option: Monitor whether the sponsor exercises the option to extend the completion window by three months.