SCHEDULE: Major Stake in Rice Acquisition 3 Disclosed

A group including Rice Acquisition Sponsor 3 LLC, Daniel J. Rice, IV, and J. Kyle Derham has disclosed a 39.0% beneficial ownership stake in Rice Acquisition Corporation 3.

Summary

• Rice Acquisition Sponsor 3 LLC, Daniel J. Rice, IV, and J. Kyle Derham (the "Reporting Persons") have jointly filed a Schedule 13G, disclosing beneficial ownership of 22,062,600 Class A ordinary shares of Rice Acquisition Corporation 3.
• This aggregate amount represents 39.0% of the Class A ordinary shares outstanding.
• The beneficial ownership includes 2,500 Class A Shares, 100 Class A Shares issuable upon conversion of Class A units of Opco, 11,410,000 Class A Shares issuable from Class A units of Opco (converted from Class B units), and 10,650,000 warrants.
• The warrants have an exercise price of $11.50 per share and become exercisable 30 days after the completion of the Issuer's initial business combination.
• The percentage of class is calculated based on 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q, plus the 22,060,100 Class A Shares issuable to the Reporting Persons.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership and does not contain information that would significantly alter the company's perceived value or prospects, maintaining a neutral sentiment.

Positives

• The significant beneficial ownership of 39.0% by the sponsor group, including key individuals Daniel J. Rice, IV and J. Kyle Derham, indicates strong alignment of interests between the sponsor and public shareholders, which can be a positive for long-term commitment to the company's success.

Future Outlook

The warrants held by the Reporting Persons will become exercisable 30 days after the completion of Rice Acquisition Corporation 3's initial business combination.

Industry Context

This filing is a standard beneficial ownership disclosure for a Special Purpose Acquisition Company (SPAC). The significant stake held by the sponsor group is typical for SPACs, where the sponsor's interests are closely tied to the success of the eventual business combination.

Related Party Transactions

• The filing details an ownership structure where Daniel J. Rice, IV and J. Kyle Derham are members of the board of managers of Rice Investment Group UGP, LLC, which is the general partner of Shalennial GP II, L.P., which is the general partner of Shalennial Fund II, L.P., which owns Rice Sponsor (the sole managing member of Rice Acquisition Sponsor 3 LLC). This establishes their indirect beneficial ownership of the securities held by the Sponsor.

Stakeholder Impact

• Shareholders are informed of the significant beneficial ownership stake (39.0%) held by the sponsor group, which includes key management figures, potentially influencing perceptions of corporate control and alignment of interests.

Next Steps

• Completion of the Issuer's initial business combination, after which warrants will become exercisable 30 days later.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of beneficial ownership by the sponsor group and does not provide new information that would warrant a change in investment recommendation. It confirms the significant stake held by key individuals and the sponsor entity, which is typical for a SPAC, and does not present any new material financial or operational data.

Keywords

Rice Acquisition Corporation 3, Schedule 13G, beneficial ownership, Class A shares, SPAC, warrants, Daniel J. Rice IV, J. Kyle Derham