Rice Acquisition Corp 3-A美股招股说明书(2025-10-02版)

Rice Acquisition Corporation 3 is a newly organized blank check company incorporated as aCayman Islands exempted company for the purpose of effecting a merger, share exchange,assetacquisition,share purchase,recapitalization,reorganization or similar businesscombination with one or more businesses or entities, which we refer to as our “initialbusiness combination.” We have not selected any business combination target, and we havenot, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,with any business combination target. While we will not be limited to a particular industry orsector in our identification and acquisition of a target company, we intend to focus our searchfor a business combination target in the broadly defined energy value chain, particularly theupstreamoil and gas,power generation,energy infrastructure,and critical metals andminerals subsectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 andconsists of one ClassA ordinary share, par value $0.0001 per share, andone-sixthof oneredeemable warrant. Accordingly, unless you purchase six units, you will not be able toreceive or trade a whole warrant. Each whole warrant entitles the holder thereof to purchaseone ClassA ordinary share at a price of $11.50 per share, subject to adjustment, terms andlimitationsas described herein.The warrants will become exercisable 30 days after thecompletion of our initial business combination and will expire fiveyears after the completionof our initial business combination or earlier upon redemption or our liquidation, as describedin this prospectus. Subject to the terms and conditions described in this prospectus, we mayredeem the warrants for cash once the warrants become exercisable. The underwriters have a45-dayoption from the date of this prospectus to purchase up to 4,500,000 additional unitsto coverover-allotments, if any. We will provide our public shareholders (as defined below) with the opportunity to redeem allor a portion of their ClassA ordinary shares upon the completion of our initial businesscombination at aper-shareprice, payable in cash, equal to the aggregate amount then ondeposit in our trust account calculated as of twobusiness days prior to the consummation ofthe initial business combination, including interest earned on the funds held in the trustaccount (net of permitted withdrawals (as defined below), if any), divided by the number ofthen-outstandingClassA ordinary shares that were sold as part of the units in this offering(the “public shares”). As further described in this prospectus, our amended and restatedmemorandum and articles of association provide that a holder of public shares (a “publicshareholder”), together with any of its affiliates or any other person with whom such holderis acting in concert or as a group for the purposes of acquiring, holding or disposing of theirClassA ordinary shares, will be restricted from redeeming its public shares with respect tomore than an aggregate of 15% of the public shares, without our prior consent. We have 24months from the closing of this offering, with one three-monthextension at theoptionof Rice Acquisition Sponsor 3 LLC(our“sponsor”),to consummate our initialbusiness combination. If we have not consummated an initial business combination withinsuch24-month period(or 27-month period if our sponsor exercises its three-monthextension option) or if our board of directors approves an earlier liquidation, we will redeem100% of the public shares for cash, subject to applicable law and certain conditions asdescribed herein.If we anticipate that we may be unable to complete an initial businesscombination within such 24-monthperiod (or 27-monthperiod if our sponsor exercises itsthree-monthextension option), we may seek shareholder approval to amend our amendedand restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. There are no limitations on the number oftimes we may seek shareholder approval for an extension or the length of time of any such extension. If we seek shareholder approval for an extension, and the related amendments areimplemented by the directors, holders of our public shares will be offered an opportunity toredeem their shares. Oursponsor has agreed to purchase 9,750,000 warrants(or 10,650,000 warrants if theunderwriters’over-allotmentoption is exercised in full) at a price of $1.00 per warrant (the“private placement warrants”) for an aggregate purchase price of $9,750,000 (or up to$10,650,000 if the underwriters’over-allotment Table of Contents option is exercised in full) in a private placement to close simultaneously with the closing ofthis offering. Each private placement warrant is exercisable to purchase for $11.50 one ClassAordinary share. The private placement warrants will benon-redeemableby us (except as setforth under “Description of Securities—Warrant