Rice Acquisition Corp 3-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42883 RICE ACQUISITION CORPORATION 3(Exact Name of Registrant as Specified in Its Charter) (Registrant’s telephone number, including area code) 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 May 12, 2026, there were 34,502,500 Class A ordinary shares, $0.0001 par value, and 11,500,100 Class B ordinary shares,$0.0001 par value, issued and outstanding. TABLE OF CONTENTS PagePart I - Financial InformationItem 1. Interim Financial Statements.1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 20262Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 20263Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 20264Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.21Item 3. Quantitative and Qualitative Disclosures About Market Risk.24Item 4. Controls and Procedures.24Part II - Other InformationItem 1. Legal Proceedings.25Item 1A. Risk Factors.25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.25Item 3. Defaults Upon Senior Securities.25Item 4. Mine Safety Disclosures.25Item 5. Other Information.25Item 6. Exhibits.26Signatures27 PART I - FINANCIAL INFORMATION RICE ACQUISITION CORPORATION 3CONDENSED CONSOLIDATED BALANCE SHEETS March 31,December31,20262025(Unaudited)Assets:Current assetsCash$2,306,574$2,585,142Prepaid expenses113,92226,225Short-term prepaid insurance159,720161,960Total current assets2,580,2162,773,327Long-term prepaid insurance79,860121,470Cash held in Trust Account351,513,014348,401,782Total Assets$354,173,090$351,296,579 Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value of$10.19 and $10.10 per share as of March 31, 2026 and December 31, 2025, respectively351,513,014348,401,782 Shareholders’ Deficit:Preference shares, $0.0001 par value per share; 1,000,000 shares authorized; none issued oroutstanding as of March 31, 2026 and December 31, 2025——ClassA ordinary shares, $0.0001 par value per share; 300,000,000 shares authorized; 2,500 sharesissued and outstanding (excluding 34,500,000 Class A ordinary shares subject to possibleredemption) as of March 31, 2026 and December 31, 2025——ClassB ordinary shares, $0.0001 par value per share; 30,000,000 shares authorized; 11,500,100sharesissued and outstanding as of March 31, 2026 and December 31, 20251,1501,150Additional paid-in capital——Accumulated deficit(13,777,366)(13,314,760)Total Rice Acquisition Corporation 3 Shareholders’ Deficit(13,776,216)(13,313,610)Non-controlling interest in subsidiary216,703110,758Total Shareholders’ Deficit(13,559,513)(13,202,852)Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’Deficit$354,173,090$351,296,579 RICE ACQUISITION CORPORATION 3CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) General and administrative costs$356,661Loss from operations(356,661)Other income:Interest earned on cash held in Trust Account3,111,232Net income2,754,571Net income attributable to non-controlling interest105,945Net