Business Context and Reporting Period
Rice Acquisition Corporation 3 (KRSP) is a Cayman Islands exempted company formed as a blank check company for the purpose of effecting a business combination. The filing covers the quarterly period ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on October 2, 2025, and has not yet selected a specific business combination target. As of the reporting date, the Company is classified as a shell company, an emerging growth company, and a smaller reporting company.
Key Financial Metrics
| Metric | Value (Six Months Ended June 30, 2026) | Value (Three Months Ended June 30, 2026) |
|---|---|---|
| Net Income | $5,587,639 | $2,833,068 |
| Operating Loss | $(659,774) | $(303,113) |
| Interest Income (Trust Account) | $6,247,413 | $3,136,181 |
| Cash Held in Trust Account | $354,649,195 | $354,649,195 |
| Cash Outside Trust Account | $2,224,033 | $2,224,033 |
| Total Assets | $357,151,294 | $357,151,294 |
| Total Liabilities | $16,364,725 | $16,364,725 |
| Class A Shares Subject to Redemption | 34,500,000 shares ($10.28/share) | 34,500,000 shares ($10.28/share) |
| Net Cash Used in Operating Activities | $(267,609) | N/A |
Material Changes vs. Prior Period
- Trust Account Growth: Cash held in the Trust Account increased from $348,401,782 at December 31, 2025, to $354,649,195 at June 30, 2026, driven by $6,247,413 in interest income earned during the six-month period.
- Redemption Value Accretion: The redemption value per Class A ordinary share increased from $10.10 to $10.28, resulting in an accretion charge of $3,136,181 to the accumulated deficit for the quarter.
- Operating Expenses: General and administrative costs for the six months ended June 30, 2026, totaled $659,774, compared to $24,945 for the period from inception through June 30, 2025. This increase reflects ongoing public company compliance and search costs.
- Liquidity: Cash held outside the Trust Account decreased from $2,585,142 to $2,224,033, primarily due to operating cash outflows of $267,609 and financing activities related to offering costs.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete an initial business combination within 24 months of the IPO closing (October 2, 2025), or 27 months if the Sponsor exercises a three-month extension option. Failure to do so will result in liquidation.
- Forward Purchase Agreement: The Company has entered into a forward purchase agreement with affiliates to purchase 10,000,000 Class A ordinary shares at $10.00 per share ($100 million aggregate) concurrently with a business combination. This provides a minimum funding level independent of shareholder redemptions.
- Deferred Fees: The Company has a deferred underwriting fee of $13,368,750 and deferred legal fees of $2,784,793 payable upon the consummation of a business combination. These fees are waived if the Company liquidates.
- Risks: Risks include the inability to identify a suitable target, market volatility, geopolitical instability, and the potential for third-party claims to reduce Trust Account funds below $10.00 per share (though the Sponsor has agreed to indemnify the Trust Account against such claims, subject to exceptions).
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $354,649,195 and the per-share redemption value of $10.28.
- Extension Option: Confirm whether the Sponsor has exercised or intends to exercise the three-month extension option to extend the combination deadline.
- Forward Purchase Commitment: Assess the likelihood of the $100 million forward purchase agreement closing, noting that one sponsor (Mercuria Sponsor) retains the right to terminate its commitment.
- Working Capital: Monitor the $2.2 million cash balance outside the Trust Account to ensure sufficiency for operating expenses and search costs until the combination deadline.
- Redemption Rights: Review the terms regarding shareholder redemptions and the potential impact on the Company's ability to meet the 80% net asset test for a business combination.