KRSP

Business Context and Reporting Period

Rice Acquisition Corporation 3 is a Cayman Islands exempted company incorporated on June 6, 2025, operating as a blank check company (SPAC) formed to effect a business combination. This Form 10-Q covers the quarterly period ended September 30, 2025, and the period from inception through that date. As of the balance sheet date, the Company had not commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO).

Subsequent to the reporting period, on October 2, 2025, the Company consummated its IPO, selling 34,500,000 Units at $10.00 per unit, generating gross proceeds of $345,000,000. The underwriters fully exercised their over-allotment option.

Key Financial Metrics

Note: The $10,650,000 "Due to related parties" represented funds transferred by the Sponsor in anticipation of the private placement of warrants, which closed on October 2, 2025.

Material Changes and Subsequent Events

• IPO Completion: The Company completed its IPO on October 2, 2025, raising $345,000,000 in gross proceeds. This event occurred after the balance sheet date but is disclosed as a subsequent event.
• Trust Account Funding: Following the IPO, $345,000,000 was deposited into a Trust Account. As of September 30, 2025, no funds were in the Trust Account.
• Private Placement: Simultaneously with the IPO, the Sponsor purchased 10,650,000 Private Placement Warrants for $10,650,000.
• Debt Repayment: The outstanding promissory note of $257,036 owed to the Sponsor was fully repaid on October 17, 2025.
• Share Capitalization: In September 2025, the Company effected a share capitalization of 2,012,500 Class B ordinary shares, resulting in 11,500,100 Class B shares outstanding as of the balance sheet date.

Outlook, Risks, and Management Commentary

Outlook and Liquidity: Management believes the proceeds from the IPO and private placement are sufficient to finance working capital needs for at least one year following the IPO. The Company intends to use funds held outside the Trust Account for identifying and evaluating target businesses. Funds in the Trust Account are restricted for use in a business combination or redemption.

Forward Purchase Agreement: The Company entered into a Forward Purchase Agreement with affiliates of the Sponsor to purchase 10,000,000 Class A ordinary shares at $10.00 per share ($100,000,000 total) concurrently with a business combination. This provides a minimum funding level independent of shareholder redemptions.

Risks and Contingencies:

• Business Combination Failure: If the Company fails to complete a business combination within 24 months (extendable to 27 months) of the IPO, it must liquidate and distribute Trust Account funds to public shareholders.
• Warrant Expiration: Warrants will expire worthless if no business combination is consummated within the Combination Period.
• Market Risks: The ability to complete a transaction is subject to market conditions, geopolitical instability, and regulatory changes.
• Related Party Liability: The Sponsor has agreed to indemnify the Trust Account against third-party claims, subject to certain exceptions, to ensure funds remain at least $10.00 per share.

Investor Verification Checklist

• Verify the final closing date and total gross proceeds of the IPO ($345,000,000) as disclosed in the subsequent events section.
• Confirm the amount deposited into the Trust Account ($345,000,000) and the identity of the trustee (Odyssey Transfer and Trust Company).
• Review the terms of the Forward Purchase Agreement, specifically the commitment of $100,000,000 and the conditions under which the Mercuria Sponsor may terminate its obligation.
• Check the status of the deferred underwriting fee ($13,368,750 maximum) and deferred legal fees ($2,223,666) to understand future cash outflows upon a business combination.
• Confirm the repayment of the related-party promissory note ($257,036) and the settlement of the "Due to related parties" liability following the private placement closing.