Rice Acquisition Corp 3
For the period ended Mar 31, 2026. Filed May 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
For the transition period from to
Commission file number:001-42883
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | 98-1863122 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 102 East Main Street, Second Story Carnegie, Pennsylvania | 15106 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
(412) 228-1801
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeemable warrant | KRSP U | New York Stock Exchange |
| Class A ordinary share, $0.0001 par value | KRSP | New York Stock Exchange |
| Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share | KRSP WS | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
|---|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ | |||
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 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
| Page | |
|---|---|
| Part I - Financial Information | |
| Item 1. Interim Financial Statements. | 1 |
| Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 | 1 |
| Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2026 | 2 |
| Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 | 3 |
| Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2026 | 4 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 21 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk. | 24 |
| Item 4. Controls and Procedures. | 24 |
| Part II - Other Information | |
| Item 1. Legal Proceedings. | 25 |
| Item 1A. Risk Factors. | 25 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | 25 |
| Item 3. Defaults Upon Senior Securities. | 25 |
| Item 4. Mine Safety Disclosures. | 25 |
| Item 5. Other Information. | 25 |
| Item 6. Exhibits. | 26 |
| Signatures | 27 |
i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.