Rice Acquisition Corp 3 Files 8-K on Material Agreements & Officer Changes

TL;DR

Rice Acquisition Corp 3 filed an 8-K detailing material agreements, equity sales, and executive changes.

AI Summary

Rice Acquisition Corp 3 filed an 8-K on October 6, 2025, reporting on several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. The filing also details the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws and changes in the fiscal year were noted, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in the company's structure and agreements, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing covers multiple material events including definitive agreements and unregistered equity sales, which can introduce complexity and potential risks.

Key Players & Entities

• Rice Acquisition Corp 3 (company) — Filer of the 8-K
• KRSP (company) — Ticker symbol for Rice Acquisition Corp 3 units

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeema
• $11.50 — ordinary share at an exercise price of $11.50 per share KRSP WS New York Stock Ex
• $10.00 — irm Units") at a price to the public of $10.00 per Unit. Pursuant to the Underwriting
• $9.80 — Firm Units and any Additional Units is $9.80 per Unit. In addition, the Company agre
• $0 — erred Discount"), which will range from $0 to $13,368,750, depending on the number
• $13,368,750 — Discount"), which will range from $0 to $13,368,750, depending on the number of Class A Ord
• $345,000,000, b — ompany received total gross proceeds of $345,000,000, before deducting underwriting discounts a
• $1.00 — Ordinary Share, at a purchase price of $1.00 per Private Placement Warrant on Octobe
• $10,650,000 — placement, generating gross proceeds of $10,650,000; a letter agreement, dated September
• $20,000 — any shall cause Opco to pay the Sponsor $20,000 per month until the earlier of the Comp

Filing Documents

• ea0260137-8k_riceacq3.htm (8-K) — 61KB
• ea026013701ex1-1_riceacq3.htm (EX-1.1) — 266KB
• ea026013701ex3-1_riceacq3.htm (EX-3.1) — 289KB
• ea026013701ex4-1_riceacq3.htm (EX-4.1) — 133KB
• ea026013701ex4-2_riceacq3.htm (EX-4.2) — 122KB
• ea026013701ex10-1_riceacq3.htm (EX-10.1) — 48KB
• ea026013701ex10-2_riceacq3.htm (EX-10.2) — 47KB
• ea026013701ex10-3_riceacq3.htm (EX-10.3) — 96KB
• ea026013701ex10-4_riceacq3.htm (EX-10.4) — 107KB
• ea026013701ex10-5_riceacq3.htm (EX-10.5) — 12KB
• ea026013701ex10-6_riceacq3.htm (EX-10.6) — 424KB
• 0001213900-25-096612.txt ( ) — 2153KB
• krsp-20250930.xsd (EX-101.SCH) — 4KB
• krsp-20250930_def.xml (EX-101.DEF) — 27KB
• krsp-20250930_lab.xml (EX-101.LAB) — 37KB
• krsp-20250930_pre.xml (EX-101.PRE) — 25KB
• ea0260137-8k_riceacq3_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. The Underwriting Agreement and the Trust Agreement On September 30, 2025, Rice Acquisition Corporation 3 (the "Company") and Rice Acquisition Holdings 3 LLC ("Opco") entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the offer and sale (the "IPO") of the Company's units (the "Units"). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the "Class A Ordinary Shares"), and one-sixth of one redeemable warrant of the Company (each such whole warrant, a "Public Warrant"). Each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share. The Underwriting Agreement provides for the offer and sale of 30,000,000 Units ("Firm Units") at a price to the public of $10.00 per Unit. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an aggregate of 4,500,000 additional Units ("Additional Units") to cover over-allotments, if any. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit. In addition, the Company agreed to pay to the Underwriters a deferred discount (the "Deferred Discount"), which will range from $0 to $13,368,750, depending on the number of Class A Ordinary Shares sold as part of the Units in the IPO ("Public Shares") that remain outstanding following consummation of the Company's initial business combination, as further described in the Prospectus (as defined below) under the section titled "Underwriting — Commissions and Expenses." If the Company does not consummate an initial business combination within the time period provided in the Company's Amended and Restated Memorandum and Articles of Association, dated September 30, 2025 (the "Arti

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On October 2, 2025, substantially concurrently with the closing of the IPO and pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 10,650,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10,650,000. No underwriting discounts or commissions were paid with respect to such sale. Each Private Placement Warrant is exercisable to purchase for $11.50 one Class A Ordinary Share. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The information provided in

03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference

Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 30, 2025, Brian Falik, Kathryn Jackson, D. Mark Leland and David Savett were appointed as members of the Board, and Dr. Jackson and Messrs. Leland and Savett were appointed as members of the audit, compensation and nominating committees of the Board, with Mr. Leland serving as chair of the audit committee, Mr. Savett serving as chair of the compensation committee and Dr. Jackson serving as chair of the nominating committee. The Board has determined that Dr. Jackson and Messrs. Leland and Savett are "independent directors" as defined in the New York Stock Exchange listing standards and applicable SEC rules. In September 2025, in contemplation of Dr. Jackson and Messrs. Leland and Savett becoming independent directors of the Company, the Sponsor forfeited 90,000 Class B units of Opco, and 30,000 Class B units of Opco were issued to each of Dr. Jackson and Messrs. Leland and Savett. The Sponsor also transferred a corresponding number of shares of Class B ordinary shares of the Company, par value $0.0001 per share, to each of Dr. Jackson and Messrs. Leland and Savett. On September 30, 2025, the Company entered into indemnification agreements with its directors and executive officers (i.e., J. Kyle Derham, Brian Falik, Kathryn Jackson, D. Mark Leland, David Savett, James Wilmot Rogers and Anne Cameron) that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is qualified in its entirety to the form of indemnification agreement attached hereto as Exhibit 10.7, which is incorporated by reference into this Item 5.02. Also on September 30, 2025, each director

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 30, 2025 and in connection with the IPO, the Company's shareholders adopted the Articles, the Company filed the Articles with the Registrar of Companies in the Cayman Islands and the Articles became effective. A summary description of certain provisions of the Articles is contained in the Prospectus under the section titled "Description of Securities" and is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the copy of the Articles attached hereto as Exhibit 3.1, which is incorporated into this Item 5.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of September 30, 2025, by and among the Company, Opco and Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named therein. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Public Warrant Agreement, dated September 30, 2025, by and between the Company and Odyssey, as warrant agent. 4.2 Private Warrant Agreement, dated September 30, 2025, by and between the Company and Odyssey, as warrant agent. 10.1 Private Placement Warrants Purchase Agreement, dated September 30, 2025, by and among the Company, Opco and the Sponsor. 10.2 Letter Agreement, dated September 30, 2025, by and among the Company, its officers and directors and the Sponsor. 10.3 Investment Management Trust Agreement, dated September 30, 2025, by and among the Company, Opco and Odyssey, as trustee. 10.4 Registration Rights Agreement, dated September 30, 2025, by and among the Company, the Sponsor and certain other security holders named therein. 10.5 Administrative Services Agreement, dated September 30, 2025, by and among the Company, Opco and the Sponsor. 10.6 Second Amended and Restated Limited Liability Company Agreement of Opco, dated September 30, 2025. 10.7 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File No. 333-289938) filed with the SEC on August 29, 2025). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 6, 2025 RICE ACQUISITION CORPORATION 3 By: /s/ James Wilmot Rogers Name: James Wilmot Rogers Title: Chief Financial Officer and Chief Accounting Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR