稻米收购 Corp 3-A 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 Commission file number:001-42883 RICE ACQUISITION CORPORATION 3(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of November 3, 2025, there were34,502,500Class A ordinary shares, $0.0001 par value, and11,500,100Class B ordinary shares,$0.0001 par value, issued and outstanding. TABLE OF CONTENTS PagePart I - Financial InformationItem 1. Interim Financial Statements.1Condensed Consolidated Balance Sheet as of September 30, 2025 (Unaudited)1Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and for thePeriod from June 6, 2025 (Inception) Through September 30, 2025 (Unaudited)2Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30,2025 and for the Period from June 6, 2025 (Inception) Through September 30, 2025 (Unaudited)3Condensed Consolidated Statement of Cash Flows for the Period from June 6, 2025 (Inception) Through September30, 2025 (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.22Item 3. Quantitative and Qualitative Disclosures About Market Risk.25Item 4. Controls and Procedures.25Part II - Other InformationItem 1. Legal Proceedings.26Item 1A. Risk Factors.26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.26Item 3. Defaults Upon Senior Securities.27Item 4. Mine Safety Disclosures.27Item 5. Other Information.27Item 6. Exhibits.28Signatures29 PART I - FINANCIAL INFORMATION RICE ACQUISITION CORPORATION 3CONDENSED CONSOLIDATED BALANCE SHEETSEPTEMBER 30, 2025(UNAUDITED) AssetsCurrent assetsCash$10,650,422Prepaid expenses15,000Total current assets10,665,422Deferred offering costs2,783,074Total Assets$13,448,496 Shareholders’ DeficitPreference shares, $0.0001par value per share;1,000,000shares authorized;noneissued or outstanding (1)This number includes up to 1,500,000 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised infull or in part by the underwriters. On October 1, 2025, the underwriters exercised their over-allotment option in full, and theshares issued pursuant to the over-allotment option settled concurrently with the closing of the Initial Public Offering (as definedbelow) on October 2, 2025. As such, the 1,500,000 Class B ordinary shares and 1,500,000 Class B units of Opco (as definedbelow) are no longer subject to forfeiture (see Note 4). (2)In September2025, the Company (as defined below) effected a share capitalization of 2,012,500 ClassB ordinary shares. As aresult, the initial shareholders, which include the Sponsor (as defined below), currently own 11,500,100 ClassB ordinary shares ofthe Company. All share and per-share amounts have been retroactively restated (see Note4). The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. RICE ACQUISITION CORPORATION 3CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) (1)This number excludes up to 1,500,000 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised infull or in part by the underwriters. On October 1, 2025, the underwriters exercised their over-allotment option in full, and theshares issued pursuant to the over-allotment option settled concurrently with the closing of the Initia