Rice Acquisition Corp 3

As filed with the U.S. Securities and Exchange Commission on August 29, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

102 East Main Street, Second Story

Carnegie, Pennsylvania 15106

(412) 228-1801

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

J. Kyle Derham

Chief Executive Officer

102 East Main Street, Second Story

Carnegie, Pennsylvania 15106

(412) 228-1801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated August 29, 2025

PRELIMINARY PROSPECTUS

Rice Acquisition Corporation 3$250,000,00025,000,000 Units

Rice Acquisition Corporation 3 is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as our “initial business combination.” We have not selected any business combination target, and we have not, 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 or sector in our identification and acquisition of a target company, we intend to focus our search for a business combination target in the broadly defined energy value chain, particularly the upstream oil and gas, power generation, energy infrastructure, and critical metals and minerals subsectors.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share, par value $0.0001 per share, and one-fourth of one redeemable warrant. Accordingly, unless you purchase four units, you will not be able to receive or trade a whole warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any.

We will provide our public shareholders (as defined below) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals (as defined below), if any), divided by the number of then-outstanding Class A 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 restated memorandum and articles of association will provide that a holder of public shares (a “public shareholder”), together with any of its affiliates or any other person with whom such holder is acting in concert or as a group for the purposes of acquiring, holding or disposing of their Class A ordinary shares, will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent.

We have 24 months from the closing of this offering, with one three-month extension at the option of Rice Acquisition Sponsor 3 LLC (our “sponsor”), to consummate our initial business combination. If we have not consummated an initial business combination within such 24-month period (or 27-month period if our sponsor exercises its three-month extension option) or if our board of directors approves an earlier liquidation, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. If we anticipate that we may be unable to complete an initial business combination within such 24-month period (or 27-month period if our sponsor exercises its three-month extension option), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times 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 are implemented by the directors, holders of our public shares will be offered an opportunity to redeem their shares.

Our sponsor has agreed to purchase 8,750,000 warrants (or 9,500,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant (the “private placement warrants”) for an aggregate purchase price of $8,750,000 (or up to $9,500,000 if the underwriters’ over-allotment option is exercised in full) in a private placement to close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase for $11.50 one Class A ordinary share or, in certain circumstances, one Class A unit of Rice Acquisition Holdings 3 LLC (“Opco”), together with a corresponding Class B ordinary share, par value $0.0001 per share. The private placement warrants will be non-redeemable by us (except as set forth under “Description of Securities — Warrants — Public Warrants — Redemption of Public Warrants”) and exercisable on a cashless basis. See “Description of Securities — Warrants — Private Placement Warrants” for more information regarding the private placement warrants.

In contemplation of this offering, we have entered into a forward purchase agreement with Shalennial Acquisition Sponsor 3 LLC (“Rice Sponsor”) and Mercuria Energy Group Holding, SA (“Mercuria Sponsor”), whereby they have agreed to purchase 3,000,000 Class A ordinary shares and 7,000,000 Class A ordinary shares (collectively, the “forward purchase shares”), respectively, at a price of $10.00 per share for an aggregate purchase price of $100,000,000 in a private placement that will close substantially concurrently with the consummation of our initial business combination. The forward purchase shares sold will be identical to the public shares, except that they will be subject to certain transfer restrictions and have registration rights, as described herein. The funds from the sale of the forward purchase shares will be used to fund a portion of the purchase price of the initial business combination and/or for the working capital needs of the post-business combination company. The obligations to purchase forward purchase shares under the forward purchase agreements are independent of the percentage of shareholders electing to redeem their public shares and will provide us with an increased minimum funding level for the initial business combination. Each of Rice Sponsor and Mercuria Sponsor, both of whom are members of our sponsor, may transfer the obligation to purchase the shares, in whole or in part, to their respective affiliates. In addition, Mercuria Sponsor may terminate its commitment to purchase forward purchase shares at any time in its sole discretion; and as such, there can be no assurance that Mercuria Sponsor will acquire any forward purchase shares. In the event of such termination, in connection with the consummation of our initial business combination, 100% of Mercuria Sponsor’s membership interest in our sponsor will be automatically redeemed by our sponsor in exchange for a distribution to Mercuria Sponsor in an amount in cash equal to its unreturned capital contributions with respect to our sponsor.

Our initial shareholders, which include our sponsor, currently own 9,487,600 Class B ordinary shares (up to 1,237,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), 9,487,500 Class B units of Opco (up to 1,237,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), 100 Class A units of Opco and 2,500 Class A ordinary shares. The Class B units of Opco are expected to convert into Class A units of Opco in connection with, or in certain circumstances described in the Opco LLC Agreement (as defined herein) at specified times after, our initial business combination on a one-for-one basis, subject to adjustment as provided herein. We refer to the Class B units of Opco (or the Class A units of Opco into which such Class B units are expected to convert), together with a corresponding number of our Class B ordinary shares, collectively as the “founder securities,” and we refer to the Class A units of Opco, together with a corresponding number of our Class B ordinary shares, and the 2,500 Class A ordinary shares purchased by our sponsor in a private placement prior to this offering collectively as the “sponsor securities.” The Class A units of Opco that comprise the founder securities and sponsor securities will be exchangeable (together with the cancellation of a corresponding number of our Class B ordinary shares) for our Class A ordinary shares after the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Each Class B ordinary share has no economic rights but entitles its holder to one vote. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors or in a vote to transfer the company by way of continuation in a jurisdiction outside the Cayman Islands.

The founder securities and the sponsor securities held by our initial shareholders, which include our sponsor, were purchased for $26,000, or approximately $0.003 per unit, which, as further described in this prospectus, may result in material dilution to public holders when exchanged for Class A ordinary shares or if the anti-dilution rights of the founder securities results in the issuance of Class A ordinary shares on a greater than one-to-one basis (for more information on dilution, see “Dilution” in this prospectus).

As further described under “Summary — Other Considerations and Conflicts of Interest — Compensation of Our Sponsor, Our Sponsor’s Affiliates and Our Directors and Officers,” we expect to make certain payments and reimbursements, or pay certain fees, to our sponsor, officers or directors, or our or their affiliates, including, but not limited to, the payment of $20,000 per month to our sponsor for office space, secretarial and administrative services and certain legal expenses of our sponsor or related to its formation. Upon consummation of this offering, we will repay up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. Our sponsor, our officers and directors, or our or their respective affiliates may be reimbursed for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Our sponsor may also, but is not obligated to, enter into certain arrangements with us to finance transaction costs in connection with our initial business combination, including up to $1,500,000 of loans convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Our public shareholders may experience material dilution from the exercise of the 8,750,000 private placement warrants (or 9,500,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) into 8,750,000 Class A ordinary shares (or 9,500,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) to be purchased in the private placement simultaneously with the closing of this offering, which warrants may be exercised on a cashless basis along with the public warrants (as defined herein) under the circumstances specified in the public warrant agreement. Additionally, our public shareholders may experience material dilution if the $1,500,000 in working capital loans is fully advanced by the lender and the lender elects to convert the working capital loans into private placement warrants at $1.00 per unit, resulting in the lender receiving an additional 1,500,000 private placement warrants exercisable at $11.50 per Class A ordinary share underlying the private placement warrants, which private warrants if exercised on a cashless basis may result in material dilution to our public shareholders. See “Summary — The Offering,” “Risk Factors — Risks Relating to our Securities,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions,” “Certain Relationships and Related Party Transactions” and “Proposed Business — Other Considerations and Conflicts of Interest” for further discussion on the private placement warrants and working capital loans discussed above.

As more fully discussed in “Management — Conflicts of Interest,” our officers and directors currently have certain fiduciary duties or contractual obligations that may take priority over their duties to us and there may be a conflict of interest in an officer’s or director’s determination as to how much time to devote to our affairs and to which entity a particular business opportunity is presented. We may also decide to acquire one or more businesses affiliated with our sponsor or one or more of our officers or directors, or our sponsor or one or more of our directors or officers or their respective affiliates may sponsor or become affiliated with entities that have a similar activity to ours. Further, certain of our officers and directors have indirect economic interests in us and/or our sponsor and a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination because our sponsor, officers and directors will lose their entire investment in us (other than with respect to public shares they may acquire during or after this offering) if an initial business combination is not completed. As a result, there may be actual or potential material conflicts of interest between our sponsor, its affiliates or promoters, on the one hand, and purchasers in this offering, on the other hand. For more information, see “Summary — Other Considerations and Conflicts of Interest,” “Risk Factors — Risks Relating to Our Sponsor and Human Capital” and “Principal Shareholders.”

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and the issuance of the private placement warrants, assuming the redemption of our public shares at varying levels and the full exercise and no exercise of the underwriters’ over-allotment option. See “Dilution” for more information.

Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange (the “NYSE”) under the symbol “KRSP.U.” We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols “KRSP” and “KRSP.WS,” respectively, on the 52 nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the representatives of the underwriters permit earlier separate trading and we have satisfied certain conditions as described further herein.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 47 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of our initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

Of the proceeds we receive from this offering and the sale of the private placement warrants, approximately $250 million, or approximately $287.5 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest or other income earned on the funds held in the trust account that may be released to us to fund our working capital requirements, subject to an annual limit of 5.0% of the interest earned on the funds held in the trust account, or to pay our franchise and income taxes, if any (such amounts in the aggregate, “permitted withdrawals”), our amended

and restated memorandum and articles of association, as discussed herein and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (i) to us, until the completion of our initial business combination, or (ii) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months if our sponsor exercises its three-month extension option) from the closing of this offering or if our board of directors approves an earlier liquidation, and (c) the redemption of our public shares if we have not consummated our initial business combination within 24 months (or 27 months if our sponsor exercises its three-month extension option) from the closing of this offering or if our board of directors approves an earlier liquidation, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025.

Prospectus dated , 2025

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.