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• Business Combination: Rice Acquisition 3 (KRSP) aims to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses.
• Public Listing Pathway: It serves as a special purpose acquisition company (SPAC), providing a mechanism for a private company to become publicly traded without undergoing a traditional initial public offering.

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Rice Acquisition 3 (symbol: KRSP) is a Special Purpose Acquisition Company (SPAC). A SPAC is a shell company created solely to raise capital through an initial public offering (IPO) with the purpose of acquiring and merging with an existing private company, thereby taking that private company public.

As a SPAC, KRSP does not have any ongoing business operations, products, or services that it sells to other companies or individuals. Consequently, it does not have traditional "major customers" in the sense of buyers of goods or services.

Its primary activity is to identify and complete a business combination with a private operating company. The funds raised from its IPO are held in trust until such an acquisition is completed.

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J. Kyle Derham, Chief Executive Officer & Director

J. Kyle Derham serves as the Chief Executive Officer and a Director of Rice Acquisition Corporation 3 since June 2025. He is also a Partner at Rice Investment Group, a position he has held since January 2018. Mr. Derham has extensive experience with Special Purpose Acquisition Companies (SPACs), having previously served as CEO and a board member of Rice Acquisition Corp. II, which completed its combination with NET Power in 2023. He continues to serve as a Director of NET Power. Furthermore, he was President and Chief Financial Officer of Rice Acquisition Corp I, which merged with Archaea Energy in 2021. After the business combination, Mr. Derham served as a Director of Archaea Energy until it was sold to bp in 2022 for $4 billion. He also served as interim Chief Financial Officer of EQT Corporation from July 2019 through December 2021 and subsequently as a strategic advisor, following his role in leading a successful shareholder campaign to revamp EQT's strategic direction. Prior to these roles, Mr. Derham was Vice President, Corporate Development and Finance of Rice Energy and Rice Midstream from January 2014 through November 2017. His background also includes experience as an associate at First Reserve, an energy-focused private equity fund, and as an investment banker at Barclays.

James Wilmot Rogers, Chief Financial Officer & Chief Accounting Officer

James Wilmot Rogers has served as the Chief Financial Officer and Chief Accounting Officer of Rice Acquisition Corporation 3 since June 2025. He is also a Partner at Rice Investment Group. Mr. Rogers has previous SPAC experience, having served as Chief Accounting Officer of Rice Acquisition Corp II from its formation in February 2021, and as Chief Financial Officer from February 2022 until its business combination with Net Power in June 2023. Before his SPAC roles, Mr. Rogers served as Senior Vice President, Chief Accounting Officer, and Administrative Officer, Treasurer of Rice Energy from April 2011 through November 2017. Rice Energy was acquired by EQT Corp. in November 2017.

Anne Cameron, Chief Strategy Officer

Anne Cameron is the Chief Strategy Officer of Rice Acquisition Corporation 3. She also holds the position of Head of Public Investments at Mercuria, an energy and commodity company that is a co-sponsor of Rice Acquisition Corporation 3.

Daniel Rice IV, Partner at Rice Investment Group

Daniel Rice IV is a Partner at Rice Investment Group and currently serves as the Chief Executive Officer of NET Power Inc. He previously held leadership positions at Rice Energy Inc., including Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, before its acquisition by EQT in 2017. Mr. Rice co-founded Rice Energy in 2007, which attracted private equity investors and went public in 2014, eventually being acquired by EQT Corp. for $6.7 billion. He was also a director of Archaea Energy until its acquisition by BP in 2022 and a director of Whiting Petroleum until its combination with Oasis Petroleum in 2022. Earlier in his career, he worked as an investment banker for Tudor Pickering Holt & Co. and as a Senior Analyst of Corporate Planning for Transocean.

Toby Rice, Partner at Rice Investment Group

Toby Rice is a Partner at Rice Investment Group and currently serves as the President and Chief Executive Officer of EQT. He co-founded Rice Energy with his brothers Daniel and Derek in 2007, serving as President and Chief Operating Officer. Rice Energy was subsequently acquired by EQT Corp. for $6.7 billion in 2017.

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The key risks for Rice Acquisition 3 (KRSP), a Special Purpose Acquisition Company (SPAC), are primarily associated with its nature as a blank check company seeking to acquire an operating business. Unlike traditional operating companies, SPACs have no intrinsic business operations and their success hinges on a successful acquisition and the subsequent performance of the acquired entity.

1. Failure to complete a business combination: Rice Acquisition 3 has a limited timeframe, typically 24 months from its IPO, to identify and complete a merger, share exchange, asset acquisition, or similar business combination. If it fails to do so within this period, the company will be forced to liquidate and return the funds held in trust to its public shareholders. This risk is inherent to the SPAC model, as the company effectively ceases to exist as an operating entity if an acquisition is not completed.
2. Difficulty in identifying and acquiring a suitable target business: Although Rice Acquisition 3 intends to focus its search on businesses within the broadly defined energy value chain, including upstream oil and gas, power generation, energy infrastructure, and critical metals and minerals, identifying a suitable acquisition target that meets its criteria and is willing to combine can be challenging. The competitive landscape for attractive targets, combined with the specific requirements and valuation expectations, could make a successful acquisition difficult.
3. Performance of the acquired business: Even if Rice Acquisition 3 successfully completes an acquisition, there is no guarantee that the acquired business will perform as expected or generate positive returns for shareholders. The past performance of a SPAC sponsored by the same management team, Rice Acquisition II, which combined with NET Power (NPWR), saw a significant decline from its initial offer price. This highlights the risk that the ultimate success of KRSP depends entirely on the future performance and integration of an as-yet-unidentified private company.

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• A significantly more challenging market environment for Special Purpose Acquisition Companies (SPACs), marked by increased investor skepticism, making it difficult for Rice Acquisition 3 to identify and secure an attractive acquisition target within its specified timeframe. This heightened difficulty is due to a reduced pool of private companies willing to go public via SPACs, and increased competition among existing SPACs for fewer viable targets.
• The high probability of substantial shareholder redemptions during the de-SPAC transaction. This widespread trend in the current market can severely diminish the amount of capital available to the target company post-merger, potentially jeopardizing the financial viability of the combined entity or the completion of the merger itself.
• Growing regulatory scrutiny from the U.S. Securities and Exchange Commission (SEC) and the prospect of new regulations. These potential changes could impose stricter liability standards, increase disclosure requirements, and add complexity to the SPAC process, making it less attractive for both SPAC sponsors and prospective target companies.

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1. Successful Business Combination: The most critical driver of future revenue for KRSP will be the successful identification and completion of an initial business combination with a revenue-generating company within its target sectors.
2. Growth in the Acquired Company's Core Markets: Once an acquisition is made, the future revenue growth will be driven by factors specific to the acquired entity, such as expansion of its customer base or increased demand for its existing products and services within its established markets.
3. Expansion into New Markets or Geographies by the Acquired Company: Post-acquisition, the combined entity may pursue revenue growth through the strategic entry into new geographical regions or adjacent market segments where the acquired company's offerings can gain traction.
4. Launch of New Products, Services, or Technologies by the Acquired Company: The introduction of innovative products, services, or technologies by the acquired company, or the development of new applications for existing ones, could be a significant driver of revenue growth.
5. Strategic Investments and Capital Deployment in the Energy Value Chain: As Rice Acquisition 3 is backed by Rice Investment Group and Mercuria, who have a strong focus and capital deployment history in the energy sector, the combined entity may benefit from strategic investments and initiatives aimed at optimizing and expanding assets within the broadly defined energy value chain, particularly in areas like power generation and energy infrastructure.

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Share Issuance

• Rice Acquisition 3 priced its Initial Public Offering (IPO) of 30,000,000 units at $10.00 per unit on September 30, 2025, raising a total of $300 million.
• Each unit issued in the IPO consists of one Class A ordinary share and one-sixth of one redeemable warrant.
• The company granted the underwriters an option to purchase up to an additional 4,500,000 units, which, if fully exercised at the IPO price, would represent a potential additional issuance of $45 million.

Inbound Investments

• Rice Acquisition Corporation 3 was formed with the primary purpose of effecting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses or entities.
• The company intends to focus its search for a target business within the broadly defined energy value chain, including upstream oil and gas, power generation, energy infrastructure, and critical metals and minerals subsectors.
• As of its IPO, Rice Acquisition 3 had not yet selected any specific business combination target or initiated substantive discussions for an acquisition.