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Rice Acquisition Corp 3

For the period ended Jun 30, 2026. Filed Aug 11, 2026.

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About 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.

Jun 30, 2026 · Filed Aug 11, 2026

KRSP$10.52+0.7%Stored close · as of Nov 6, 2026
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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 June 30,2026

☐ 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 Islands98-1863122
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
102 East Main Street, Second Story Carnegie, Pennsylvania15106
(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 classTrading 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 warrantKRSP UNew York Stock Exchange
Class A ordinary share, $0.0001 par valueKRSPNew York Stock Exchange
Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per shareKRSP WSNew 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 August 11, 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 June 30, 2026 (Unaudited) and December 31, 20251
Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2026 and for the Period from June 6, 2025 (Inception) Through June 30, 20252
Condensed Consolidated Statement of Changes in Shareholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2026 and for the Period from June 6, 2025 (Inception) Through June 30, 20253
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period from June 6, 2025 (Inception) Through June 30, 20254
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
Signatures27

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.