Rice Acquisition Corp 3 - 10-Q Summary (Q1 2026)
Business Context and Reporting Period
Rice Acquisition Corp 3 is a Cayman Islands exempted company formed as a "blank check" SPAC to effect a business combination. The reporting period covers the three months ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on October 2, 2025, raising $345 million. As of the filing date, the Company has not selected a specific business combination target and has not commenced any operations other than organizational activities and the search for a target.
Key Financial Metrics
| Metric | Value (Q1 2026) |
|---|---|
| Net Income | $2,754,571 |
| Operating Loss | ($356,661) |
| Interest Income (Trust Account) | $3,111,232 |
| Cash (Outside Trust) | $2,306,574 |
| Cash Held in Trust Account | $351,513,014 |
| Total Assets | $354,173,090 |
| Total Liabilities | $16,219,589 |
| Working Capital Surplus | $2,411,076 |
| Shares Outstanding (Class A) | 34,502,500 |
| Shares Outstanding (Class B) | 11,500,100 |
Material Changes vs. Prior Period
- Trust Account Growth: Cash held in the Trust Account increased from $348,401,782 (Dec 31, 2025) to $351,513,014 (Mar 31, 2026), driven by $3,111,232 in interest income.
- Redemption Value Accretion: The redemption value per Class A ordinary share increased from $10.10 to $10.19 due to interest earnings.
- Operating Cash Flow: Net cash used in operating activities was $185,068, primarily due to changes in prepaid expenses and accounts payable, offset by non-cash interest income adjustments.
- Liabilities: Total liabilities increased slightly to $16.2 million, largely due to an increase in deferred legal fees ($2.68 million) and accrued expenses.
Outlook, Risks, and Management Commentary
- Combination Period: The Company must complete a business combination within 24 months of the IPO (October 2, 2025), or 27 months if the Sponsor exercises a three-month extension option. Failure to do so will result in liquidation.
- Liquidity: Management believes current cash outside the Trust ($2.3 million) is sufficient to fund operations for at least one year. The Sponsor has agreed to provide working capital loans if necessary.
- Forward Purchase Agreement: The Company has agreements with Rice Sponsor and Mercuria Sponsor to purchase 10 million shares at $10.00 per share ($100 million total) concurrently with a business combination, providing a funding floor.
- Risks: Key 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 against such claims).
- Deferred Fees: A deferred underwriting fee of up to $13,368,750 and deferred legal fees of $2,681,699 are payable only upon the successful completion of a business combination.
Investor Verification Checklist
- Trust Account Balance: Verify the current per-share redemption value ($10.19) and the total interest earned to date.
- Extension Option: Confirm the deadline for the initial business combination (24 months from Oct 2, 2025) and the status of any extension requests.
- Forward Purchase Commitment: Review the terms of the $100 million forward purchase agreement and the discretion of Mercuria Sponsor to terminate.
- Related Party Transactions: Monitor the $20,000 monthly administrative fee paid to the Sponsor and any potential working capital loans.
- Redemption Rights: Understand that Public Shareholders can redeem shares for a pro-rata portion of the Trust Account upon a business combination.