KRSP SEC filings, in plain English
Everything Rice Acq 3 has filed with the SEC that we hold — 39 filings, newest first, 37 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Schedule 13G/A amended beneficial ownership report. The provided text enumerates three reporting entities—Encompass Capital Advisors LLC, Todd J. Kantor, and Encompass Capital Partners LLC—but supplies no amendment paragraphs, share quantities, ownership percentages, purchase dates, or purpose-of-acquisition statements. Accordingly, the filing conveys zero information affecting KRSP’s redemption mechanics, trust valuation, extension timeline, business combination deadline, target search activities, or sponsor conduct. Why it matters: Because the excerpt omits all required Schedule 13G/A disclosures (investment intent, voting agreements, identity of beneficial owner, source of funds, and aggregate position changes), it carries no actionable implications for shareholders tracking the SPAC’s liquidation clock or merger trajectory. The named entities are solely identified as filers; without disclosed threshold crossings, voting rights transfers, or financing commitments attributable to them, the document remains a routine compliance exhibit that does not alter KRSP’s SEARCHING status or influence redemption pricing.
What changed: This document IS a Schedule 13G, a regulatory filing used to publicly disclose that an individual, investment fund, or related group has accumulated beneficial ownership exceeding five percent of a class of a company's outstanding equity securities. Reporting sequentially as required: this filing first identifies HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP, and Robert Matthew Niblack as the reporting holders, dated August 13, 2026. Regarding the mechanics you track—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the document contains no updates, amendments, or operational data. It does not modify the search window, signal a trust distribution calculation, propose an extension, advance merger negotiations, or detail sponsor trading activity. Following that mechanical baseline, the filing additionally contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. No executive, sponsor, or advisor is cited, quoted, or attributed, and therefore no factual assertions require sourcing under SEC disclosure norms. Why it matters: For investors monitoring liquidation calendars, capital deployment pacing, or sponsor accountability, a standalone Schedule 13G without accompanying merger filings, board resolutions, or 8-K disclosures functions purely as a passive ownership ledger. Institutional aggregation at this threshold may warrant watchlist placement, but absent explicit commentary on deal sourcing, cash reserve utilization, or extension voting intent, the filing neither accelerates nor delays the existing timeline. Investors tracking default redemption triggers or trust solvency should continue to rely on subsequent proxy materials, amended prospectuses, or sponsor 8-Ks for actionable mechanical signals.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026. Trust account grew from $348.4M to $354.6M; per-share redemption value rose from $10.10 to $10.28. Cash outside trust fell from $2.59M to $2.22M. Net income of $5.59M for the six months (vs. $24.9K loss in prior-year period). No business combination target identified; still searching. Forward purchase agreement for up to $100M in place. No change in share count or sponsor holdings. Why it matters: Trust value per share now $10.28, above the $10.00 IPO trust, providing a small premium for potential redemptions. SPAC has ample time (deadline Oct 2027) and cash to continue search. The forward purchase agreement signals sponsor commitment. The filing confirms no deal progress, which may be neutral or slightly negative for momentum-focused investors.
What changed vs 2026-05-12trust $351.5M → $354.6M +1%trust account1 moved
- Trust account
- $351.5M$354.6M
SpacBrain reads this as $3,136,181 was added to the trust between the two filings.
The clause …“assets 2,462,169 2,773,327 Long-term prepaid insurance 39,930 121,470 Cash held in Trust Account 354,649,195 348,401,782 Total Assets $ 357,151,294 $ 351,296,579 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit: a Schedule 13G beneficial ownership report. The filing registers HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP, and Robert Matthew Niblack as active reporting persons as of 2026-05-14. Within SPAC mechanics, this disclosure confirms these holders maintain a stake that will be tallied among public shareholders if unredeemed by the 2027-10-02 deadline, thereby influencing the proportional drawdown from the documented $10.28 per share trust balance and the voting math needed to ratify a future business combination. Why it matters: According to the filing, only HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP, and Robert Matthew Niblack are responsible for this submission. Monitoring these accounts allows investors to assess whether large capital allocators are positioning to redeem into the trust or retaining equity to back a sponsor-proposed acquisition. The excerpt attributes all ownership claims solely to the listed reporting persons, omits share quantities, acquisition timelines, cost bases, and stated investment purposes, and contains no references to customer traction, revenue forecasts, technology pipelines, partnership announcements, personnel changes, or litigation. It does not alter the redemption calendar, mandate trust revaluation, trigger an extension vote, or evidence sponsor conduct deviations, making it a standard transparency update rather than a near-term catalyst.
What changed: 10-Q quarterly report for Rice Acquisition Corp 3, a blank-check company still searching for a business combination target. Trust account value increased to $351.5M from $348.4M due to $3.1M interest income; redemption value per share rose to $10.19 from $10.10. Net income of $2.75M for Q1 2026. No business combination target selected and no substantive discussions initiated. Forward purchase agreement for up to $100M remains in place with Mercuria having termination rights. Administrative expenses increased but working capital remains adequate ($2.3M cash outside trust). No extensions exercised; deadline October 2, 2027. Why it matters: Trust value growth increases per-share redemption amount for public shareholders. The forward purchase agreement provides a potential $100M funding source for a future combination, though Mercuria may terminate. The company continues to have time to find a target, but no progress has been disclosed. Sponsor conduct appears standard with monthly fees and no loans outstanding.
trust accountnothing moved · 1 with no prior record of ours
- Trust account
- not previously extracted$351.5M
The clause …“assets 2,580,216 2,773,327 Long-term prepaid insurance 79,860 121,470 Cash held in Trust Account 351,513,014 348,401,782 Total Assets $ 354,173,090 $ 351,296,579 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed by Rice Acquisition Corporation 3 (KRSP), a blank-check company still searching for a business combination. The IPO closed on October 2, 2025, generating gross proceeds of $345.0 million. As of December 31, 2025, the trust account held $348,401,782, reflecting interest earnings. The company had $2,585,142 in cash outside the trust account as of that date. The completion window extends to October 2, 2027 (or January 2, 2028, if the sponsor exercises a three-month extension). The company has not yet identified or initiated substantive discussions with any target business. No new forward-purchase agreement, non-redemption, or backstop agreements have been entered into beyond the August 25, 2025 Forward Purchase Agreement described in the IPO registration statement. The company reported a net income of $2,853,706 for the period from inception (June 6, 2025) through December 31, 2025, attributable to $3,401,782 in interest earned on the trust account, offset by $548,076 in operating expenses. Why it matters: This filing is a baseline status report for a newly public SPAC; it confirms the company is actively searching but has not yet found a target. Key metrics are now on the record: trust value per share was approximately $10.10 at year-end ($348.4M / 34.5M public shares). The company has a comfortable cash runway with ~$2.6M outside trust and a long deadline in 2027. The forward purchase agreement ($100M) remains a potential liquidity backstop for a future business combination, though the Mercuria side of the commitment is terminable at will. The filing contains extensive risk-factor disclosure about potential conflicts of interest between the sponsor (a 50/50 joint venture of Rice Investment Group and Mercuria) and public shareholders. The CEO, J. Kyle Derham, discloses he is a named defendant in two ongoing civil lawsuits related to prior SPAC deals (Archaea/Net Power), which is a potential overhang on the management team.
What changed: A Schedule 13G, defined in its own terms as a beneficial ownership report filed pursuant to Section 13(d) of the Securities Exchange Act. The filing records Oaktree Capital Management, L.P.’s cumulative share position but introduces no alterations to KRSP’s October 2, 2027 liquidation deadline, $10.28 trust-per-share balance, redemption mechanics, extension voting, pending business combination progress, or sponsor conduct. It contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to any party. Why it matters: Because it functions exclusively as a routine compliance exhibit tracking institutional accumulation, it carries zero immediate impact on the SPAC’s capital structure, liquidity triggers, or acquisition timeline. Investors monitoring KRSP’s SEARCHING status should treat this as administrative noise and await formal merger proposals, extension amendments, or trust disbursement schedules for actionable catalysts.
What changed: A Schedule 13G beneficial ownership report filed by Sourcerock Group LLC. The filing registers Sourcerock Group LLC’s current beneficial ownership position for KRSP common stock. It contains no provisions, notices, or disclosures concerning the announced October second, two thousand twenty-seven business combination deadline, the stated ten dollars and twenty-eight cents per-share trust account balance, extension votes, target negotiation status, or sponsor governance actions. Why it matters: Regulatory ownership reports track institutional accumulation and disclose shifts in voting power. Because the provided excerpt lacks accompanying schedules with acquisition dates, percentage thresholds, and price data, it functions solely as a compliance record rather than a catalyst for redemption waves, trust drawdowns, or transaction timing decisions.
What changed: A Schedule 13G, which the document defines as a 'beneficial ownership report.'. Clearbridge Investments, LLC submitted the filing. The document contains no language, schedules, or exhibits that affect KRSP’s redemption mechanics, trust account administration, extension voting procedures, acquisition pipeline, or sponsor governance. Why it matters: As a routine regulatory disclosure of equity holdings, this filing does not advance KRSP’s SEARCHING phase, alter shareholder liquidity windows, or signal impending deal execution. The document attributes zero claims to any party regarding KRSP’s revenue, customer base, market size, strategic roadmap, technology, commercial partnerships, litigation posture, or executive personnel. Consequently, it requires no portfolio action and does not impact investors monitoring the trust account trajectory or business combination timeline.
What changed: A Schedule 13G beneficial ownership report filed on 2026-02-12, formally registering that HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP, and Robert Matthew Niblack are co-reporting persons with respect to KRSP common stock. The provided excerpt contains only the filing type, submission date, SEC form number, and the names of the three reporting entities/individuals. It discloses no share quantities, acquisition dates, purchase prices, acquisition costs, or percentage ownership thresholds. Because all transactional and positional data is omitted from the text, no quantifiable change in beneficial ownership or capital structure can be established from this submission. Why it matters: This Schedule 13G does not reference KRSP’s trust account, redemption calendar, extension votes, target search status, or sponsor conduct. Routine 13G filings indicate that the named parties hold or acquired equity exceeding the statutory reporting threshold, but absent schedule data, statements of purpose, or voting agreements in this excerpt, the filing bears directly on neither shareholder liquidity mechanics nor business combination timelines. If these holders are positioning for a merger vote or intend to influence governance, that strategic context would appear in subsequent amendments or later exhibits; until then, the document functions as a procedural ownership notification with no immediate impact on deal progression or shareholder redemption windows.
What changed: routine compliance exhibit: a Schedule 13G beneficial ownership report filed under federal securities regulations. Filed by REAVES W H & CO INC on 2026-02-06 under accession number 0001999371-26-002686, this filing discloses institutional beneficial ownership without listing share counts, purchase dates, or transaction prices in the provided excerpt. Bearing on SPAC mechanics: the filing references neither the $10.28 trust per share, the 2027-10-02 deadline, any extension proposals, redemption activations, target identification progress, nor sponsor conduct. Bearing on other substance: REAVES W H & CO INC makes no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel in this submission. Why it matters: Federal securities rules mandate periodic reporting of institutional positions that reach or sustain statutory disclosure thresholds, ensuring transparent capital tracking. For investors monitoring liquidation timelines, conversion mechanics, and sponsor fiduciary behavior, this exhibit signals routine regulatory compliance rather than operational catalysts. It does not adjust the $10.28 trust baseline, alter the 2027-10-02 horizon, or affect the SEARCHING classification, leaving capital allocation parameters and sponsor accountability metrics unchanged.
What changed: Form 8-K Current Report containing a press release announcing the elective separation and standalone trading of Class A ordinary shares and warrants. Trading mechanics updated to allow units to split into shares (KRSP) and warrants (KRSP WS) commencing November 21, 2025. Redemption mechanics remain unchanged; the company retains its October 2, 2027 deadline and ‘SEARCHING’ status. Trust composition is unaffected, and the filing explicitly states only whole warrants will trade with no fractional issuance. The warrant instrument maintains a fixed exercise price of $11.50 per share. No extension votes, sponsor resignations, target acquisitions, or trust drawdowns are triggered. Why it matters: Unit separation grants investors distinct equity and leveraged upside vehicles ahead of a de-SPAC transaction, altering secondary market liquidity dynamics. The press release confirms the operational roadmap: the company will not limit its search to a single industry and instead targets the ‘broadly defined energy value chain, particularly the upstream oil and gas, power generation, energy infrastructure, and critical metals and minerals subsectors.’ Sponsor execution capacity is framed around Rice Investment Group’s deployment of ‘several hundred million dollars since its founding in 2018’ and co-sponsor Mercuria’s platform featuring ‘a team of over 1,200 professionals’ and ‘annual gross revenues exceeding $100 billion over the last few years,’ as detailed in Exhibit 99.1. Investors should factor the $11.50 warrant strike and the unforgiving 2027 deadline into redemption calculations when evaluating whether to hold through a potential merger vote.
What changed: A Joint Filing Agreement attached to Exhibit 99.1 for a Schedule 13G beneficial ownership report, executed by Rice Acquisition Sponsor 3 LLC, Daniel J. Rice, IV, and J. Kyle Derham to consolidate their reporting obligations under Rule 13d-1(k)(1). The filing creates a joint reporting mechanism for Class A ordinary shares, par value $0.0001 per share, of Rice Acquisition Corporation 3. It does not disclose any amendments to the redemption calendar, the $10.28 trust value per share, the October 2, 2027 deadline, extension provisions, or target combination status. Sponsor conduct remains aligned with standard SEC compliance routines; execution was carried out by attorney-in-fact James Wilmot Rogers under Powers of Attorney dated September 30, 2025. Why it matters: This is a procedural compliance exhibit that streamlines filing duties among affiliated insiders without modifying shareholder redemptions, cash balances, or acquisition timelines. The document contains no business claims, financial projections, customer or revenue data, market sizing, strategic initiatives, technology disclosures, partnership arrangements, litigation references, or personnel updates; all statements are confined to the administrative agreement to file jointly and the recitation of stock class terminology.
What changed: Form 10-Q quarterly report for Rice Acquisition Corporation 3 (KRSP) for the period ended September 30, 2025, its first periodic filing since inception (June 6, 2025). The report covers the pre-IPO period and describes the IPO completed on October 2, 2025, as a subsequent event. The SPAC had no operations in the quarter; all activity was organizational and preparatory for the IPO. The IPO closed after the balance sheet date, raising $345,000,000 (34,500,000 units at $10.00) with full over-allotment exercise. Simultaneously, $10,650,000 was raised via private placement warrants to the sponsor. A forward purchase agreement for $100,000,000 (10,000,000 shares at $10.00) was entered into with Shalennial Acquisition Sponsor 3 LLC and Mercuria Energy Group Holding, SA, though Mercuria may terminate its commitment at any time. The sponsor loan of $300,000 was fully repaid on October 17, 2025. The company has not selected any business combination target and has not engaged in substantive discussions. The combination period is 24 months (27 months if sponsor exercises its three-month extension). Why it matters: This filing establishes the SPAC's baseline financial condition, trust account size ($345,000,000, $10.00 per public share), sponsor and director ownership structure (11,500,100 Class B shares), warrant terms, and the forward purchase agreement that provides additional minimum funding. Investors can assess the trust value per share, redemption mechanics, and the sponsor's commitments. The forward purchase agreement's $100 million backstop is conditional and Mercuria can withdraw, which introduces uncertainty. The filing also details the administrative services agreement ($20,000/month to sponsor) and working capital position.
What changed: Schedule 13G beneficial ownership report [0001172661-25-004200]. The filing asserts that Encompass Capital Advisors LLC, Todd J. Kantor, and Encompass Capital Partners LLC hold reportable beneficial ownership in KRSP. The provided excerpt lists only the filers’ names and the form title; it contains no share counts, percentages, acquisition dates, or purchase prices, so no change in holding quantity or cost basis is disclosed. Why it matters: As a routine compliance exhibit triggered by crossing the statutory reporting threshold, the filing does not bear on redemption deadlines, trust value, extension timelines, deal progress, or sponsor conduct. The reporting persons make no statements regarding pursuit of a business combination, nor do they advance any claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. No other assertions are attributed to management, sponsors, or third parties in the text; the filing exclusively registers the reporting persons’ beneficial ownership positions. Without share quantities or a purpose clause, the filing offers no actionable signal for investor tracking mechanics.
What changed: A Form 8-K current report confirming the completion of the Company’s initial public offering on October 2, 2025, filed alongside an audited consolidated balance sheet as of that date. The Company reports it closed its IPO of 34,500,000 Units at $10.00 per Unit, including full exercise of a 4,500,000-unit over-allotment option, placing $345,000,000 into a U.S. trust account administered by Odyssey Transfer and Trust Company. Concurrently, the Sponsor acquired 10,650,000 private placement warrants for $1.00 per warrant, totaling $10,650,000. The audited balance sheet indicates $3,700,422 in cash, $7,500 in prepaid expenses, and total assets of $348,707,922 offset by $16,469,430 in liabilities (comprising $533,817 in accrued offering costs, $257,036 in related-party debt, $2,302,327 in deferred legal fees, and $13,368,750 in deferred underwriting fees) and a shareholders’ deficit of $12,761,508. The notes stipulate a 24-month business combination period ending October 2, 2027, with a discretionary three-month extension available to the Sponsor. If no combination occurs by the deadline, the underwriters will waive their right to the $13,368,750 deferred fee, and the Sponsor has contractually agreed to indemnify the trust if third-party claims drain the account below the lesser of $10.00 per share or the actual per-share trust balance less applicable taxes. Why it matters: The $345,000,000 trust valuation establishes the baseline redemption floor, though the notes caution the per-share amount could differ due to interest, taxes, or dissolution expenses capped at $100,000. Management acknowledges that the Company’s non-trust liquidity consists of $3,700,422 in cash and $2,909,569 in working capital, and warns that if identifying a target, conducting due diligence, and negotiating a combination costs more than those figures, the Company may face insufficient funds prior to de-SPAC and might need to draw discretionary working capital loans from the Sponsor or affiliates. The Company commits to paying the Sponsor $20,000 per month for administrative services beginning October 1, 2025, increasing monthly cash burn outside the trust. The filing discloses a forward purchase agreement with Mercuria Energy Group Holding, SA to acquire up to 7,000,000 shares at $10.00 per share as part of a broader $100,000,000 aggregate program, but emphasizes Mercuria may terminate its purchasing obligation at any time in its sole discretion. Regarding operations, the Company states it has not selected a specific target, has not engaged in substantive discussions with any prospective business combination candidate, and will generate no operating revenues until after completing an initial business combination. Auditor WithumSmith+Brown, PC issued an unqualified opinion on the October 2, 2025 financials. The notes also reference the July 4, 2025 enactment of the One Big Beautiful Bill Act but state the Company expects no significant financial statement impact.
What changed: 8-K Current Report disclosing the completion of Rice Acquisition Corporation 3's initial public offering (IPO) and the entry into various material definitive agreements (underwriting agreement, trust agreement, warrant agreements, private placement, registration rights, administrative services, and amended LLC agreement). The SPAC completed its IPO on October 2, 2025, selling 34,500,000 units at $10.00 each for gross proceeds of $345,000,000 (including full exercise of the over-allotment option). The net proceeds, together with $10,650,000 from the private placement of sponsor warrants, were deposited into the trust account. The company adopted amended articles of association, appointed independent directors, and entered into all standard SPAC IPO agreements. The trust holds $345,000,000 (including the maximum deferred underwriting discount of $13,368,750), implying ~$10.00 per public share. The deadline to complete a business combination is 24 months from closing (October 2, 2027), with a possible three-month extension by the sponsor to October 2, 2028. Why it matters: This filing establishes the fundamental SPAC mechanics for KRSP: trust value per share, redemption rights, warrant terms, lock-up periods, and the timeline for finding a target. Investors can now track the deadline (2027-10-02 or 2028 with extension) and assess the sponsor's incentives and alignment through the founder share structure and private placement warrants. The filing also discloses the forward purchase agreement with Rice Sponsor and Mercuria Sponsor for $100 million, which provides additional capital for a future business combination.
What changed: Final prospectus for the initial public offering of Rice Acquisition Corporation 3, a blank check company (SPAC) seeking a business combination in the energy value chain. This is the initial prospectus for the IPO. No prior public filings exist for this SPAC. Key terms: 30,000,000 units at $10.00/unit, each unit consisting of one Class A ordinary share and one-sixth of one redeemable warrant. Trust will hold $300,000,000 ($10.00 per unit). Deadline is 24 months from closing, with one 3-month extension at sponsor's option. Forward purchase agreement with Rice Sponsor and Mercuria Sponsor for 10,000,000 Class A shares at $10.00/share ($100,000,000 total), but Mercuria Sponsor may terminate commitment at any time. Sponsor purchased 9,750,000 private placement warrants at $1.00 each. Why it matters: Establishes the SPAC's terms: trust size, deadline, redemption rights, and sponsor economics. The forward purchase agreement provides a $100M backstop but Mercuria can walk away, creating uncertainty. Sponsor's prior SPACs (Rice I and Rice II) had mixed results: Rice I had 0.2% redemptions and was acquired by BP; Rice II had 61% redemptions and post-merger NET Power stock closed at $2.19/share vs. $16.51 high. CEO Kyle Derham is named in two lawsuits. The trust per share is $10.00, not $10.28 as in user data (likely a later update). No target selected or substantive discussions initiated.
What changed: A Form 3 insider ownership report filed by Director Jackson Kathryn Jean for Rice Acquisition Corp 3, serving as a regulatory disclosure of beneficial equity positions. The filer explicitly reports 'No non-derivative transactions or holdings reported.' As a result, there are no adjustments to director equity positions, no changes to the SPAC’s redemption calendar, trust preservation dynamics, extension voting pathways, or merger pursuit timeline. The submission contains no forward-looking statements, operational metrics, or structural amendments affecting the redemption process or trust value. Why it matters: This is a standard SEC compliance exhibit confirming that Ms. Jackson has neither acquired nor disposed of securities during the reporting window. For investors tracking KRSP, the absence of reported insider activity provides no new indicator of sponsor conviction, pre-combination accumulation, or governance shifting tied to equity movements. The filing attributes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments. Consequently, the SPAC’s existing parameters remain unaltered by this submission.
What changed: Routine compliance exhibit: SEC Form 3 (initial insider ownership report). The filing confirms James Wilmot Rogers currently holds the titles of CFO and CAO at Rice Acquisition Corp 3. The reporting person explicitly states there are 'No non-derivative transactions or holdings reported.' Accordingly, the redemption calendar retains its stated 2027-10-02 deadline, the per-share trust amount remains at the documented $10.28, and no extension procedures, business combination milestones, or sponsor conduct updates are introduced. Why it matters: Investors tracking redemption pressure, trust mechanics, and executive signaling should note the document establishes a static equity baseline with zero logged trades or security positions. It introduces no claims regarding target identification, customer contracts, revenue forecasts, market sizing, operating strategy, technological infrastructure, partnership arrangements, litigation exposure, or personnel changes beyond the listed CFO and CAO designations. All assertions regarding the lack of activity derive exclusively from the regulatory submission filed on 2025-09-30. While procedurally void of transactional data, the filing clarifies that no insider accumulation or divestment occurred that could preemptively influence redemption behavior or reveal management conviction ahead of the October 2027 sunset.
What changed: A routine compliance exhibit, specifically a Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, filed by Rice Acquisition Corporation 3 to list certain instruments on the New York Stock Exchange. Rice Acquisition Corporation 3 registered three new quoting classes: Units each combining one Class A ordinary share, $0.0001 par value, and one-sixth of one redeemable warrant; Class A ordinary shares, $0.0001 par value; and Redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50, subject to adjustment. The filing explicitly incorporated the security description from the prospectus under Registration No. 333-289938 (initially filed August 29, 2025). It confirmed no alterations to the stated October 2, 2027 redemption deadline or any extension protocols. Why it matters: Chief Executive Officer J. Kyle Derham authorized the September 30, 2025 submission, cementing the $11.50 warrant strike price and the one-sixth fractional warrant composition that will drive secondary market valuation and conversion mechanics throughout the current search phase. By anchoring the exchange listing rules to the originally filed S-1 prospectus, the filing guarantees consistent disclosure of redemption rights and capital structure without triggering trust disbursements, sponsor reallocation, or deadline adjustments.
What changed: A Form 3 insider ownership report filed by Rice Acquisition Corp 3 on behalf of director Brian Falik, recording the initial statement of beneficial ownership of issuer securities. The filing explicitly records zero non-derivative transactions or holdings for the reporting director. No equity purchases, sales, vestings, or derivative positions are captured as of the submission date. Why it matters: The submission reveals the director currently holds no reportable public shares or warrants in the SPAC. For investors monitoring redemption thresholds, trust preservation mechanics, and extension voting behavior, the absence of disclosed equity means the director lacks a visible paper stake aligned with public shareholders ahead of any business combination decision. Sponsor conduct and target deal progress remain unupdated by this filing. Because no stock or options are reported, the form does not illuminate how insiders might weight cash redemptions versus liquidation scenarios or vote on potential trust account extensions. All observations derive directly from the Form 3 text.
What changed: A Form 3 initial statement of beneficial ownership, which functions as a routine compliance exhibit used to formally register insider equity positions for Rice Acquisition Corp 3. Per the filing, director Leland D Mark disclosed no non-derivative transactions or holdings, confirming that his baseline insider stake remains entirely unchanged. Why it matters: Because the report verifies zero movement in director equity or derivative exposure, it carries no measurable impact on KRSP’s redemption calendar, trust value distribution mechanics, extension negotiation leverage, or target acquisition velocity. The document contains no supplementary assertions regarding customer concentration, revenue run rates, market sizing, strategic pivots, technology development, partnership structures, pending litigation, or executive personnel shifts; it serves exclusively as a procedural registry that leaves all sponsor capital alignment and timeline variables undisturbed.
What changed: A Form 3 initial statement of beneficial ownership of securities. According to the filing, Director and Chief Executive Officer Kyle Derham reports holding 2,500 shares indirectly. The report discloses no secondary market purchases or sales, public tender notices, trust account withdrawals, extension proposals, or business combination milestones. Why it matters: Investors tracking sponsor alignment can note the reported indirect position tied to the 10% ownership classification. Because the document contains only this initial position disclosure and omits references to customer commitments, revenue projections, market sizing, technology due diligence, partnership structures, litigation exposure, or executive succession, it does not alter the SPAC's stated redemption calendar, trust balance, or liquidation window. The filing reflects routine regulatory compliance and contains no substantive updates on deal progress, sponsor conduct, or target selection activities.
What changed: A Form 3 insider ownership report submitted for Rice Acquisition Corp 3 on 2025-09-30. Rice Acquisition Sponsor 3 LLC reported a direct holding of 2,500 shares in the issuer. The filing itself designates the reporting person as a “10% owner.” No transaction code, execution date, or acquisition cost accompanies the entry. Per your tracker parameters, the trust account stands at $10.28 per share and the redemption deadline remains 2027-10-02; neither metric appears anywhere in this filing’s text. Why it matters: The report updates the sponsor’s equity baseline but introduces no mechanical changes to the trust fund, redemption timeline, extension mechanism, or deal-search progress. Because the submission records only a cumulative 2,500-share balance without a dated trade, tender, or conversion event, it reveals no dilution, warrant exercise, or secondary transfer that would recalibrate sponsor alignment or affect public shareholder redemption rights. The absence of transaction specifics means investors monitoring the 2027-10-02 deadline have no new data to factor into voting schedules, trust-yield projections, or anticipated business-combination announcements.
What changed: This document is a Form 3, an SEC insider ownership report submitted by Director David G. Savett for Rice Acquisition Corp 3. According to the Form 3 submission, no non-derivative transactions or holdings were reported by the director. As stated in the filing, this results in zero alteration to the SPAC’s mechanics: the redemption deadline remains 2027-10-02, the trust value per share remains $10.28, the SEARCHING status is unchanged, and no extension, merger agreement, or sponsor conduct modification is recorded. Why it matters: This is a routine regulatory exhibit confirming baseline compliance rather than advancing deal pipeline or structural terms. While it discloses no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel shifts, it establishes a confirmed zero-position change for the named director ahead of the October 2, 2027 liquidation cutoff. For investors monitoring redemption parameters and trust preservation, the filing indicates no immediate shift in insider buying pressure, dividend policy, or sponsor leverage that would impact the $10.28 trust allocation or the SEARCHING mandate, though it offers no forward-looking data on potential business combination targets.
What changed: SEC Form 3 initial insider ownership report. The filing identifies Cameron Anne, Chief Strategy Officer of Rice Acquisition Corp 3, as the reporting person. It explicitly states 'No non-derivative transactions or holdings reported,' confirming an empty initial holding slate for the named officer. Why it matters: This routine compliance exhibit provides no update on the announced business combination timeline, does not alter the stated per-share trust balance, and offers zero visibility into merger execution, extension voting mechanics, or sponsor fiduciary conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive appointments are present; all observations are sourced directly from the filing’s own declarative language.
What changed: A formal regulatory correspondence and routine compliance exhibit filed under Rule 461 by underwriters Barclays Capital Inc. and Jefferies LLC to the SEC Division of Corporation Finance, requesting acceleration of the effectiveness of Rice Acquisition Corporation 3’s Form S-1 Registration Statement (File No. 333-289938). The submission records an administrative advance toward declaring the SPAC’s capital markets registration statement effective by 4:00 p.m., Eastern Time, on September 30, 2025. Per the letter, the undersigned banking representatives plan to distribute preliminary prospectus copies to anticipated participating dealers and certify compliance with Rule 15c2-8. The filing makes no alterations to shareholder redemption windows, trust account accounting, extension voting schedules, or target acquisition timelines, and reports zero changes to sponsor governance or internal controls. Why it matters: Acceleration filings of this type typically indicate that SEC comment letter resolution is complete and the vehicle is transitioning into marketing, pricing, and distribution readiness. For investors tracking KRSP, this confirms the public-shell formation track is actively progressing independent of any business combination negotiations. The correspondence contains no assertions regarding customer pipelines, revenue projections, addressable market sizing, strategic pivots, intellectual property portfolios, partnership deployments, litigation posture, or executive succession plans. All cited procedures, dates, file identifiers, and regulatory citations are sourced exclusively from the authorized signatories’ written representations and the federal securities frameworks they reference.
What changed: A Regulatory Correspondence (CORRESP) letter from Rice Acquisition Corporation 3 to the SEC Division of Corporation Finance requesting acceleration of the effective date of its Form S-1 Registration Statement (File No. 333-289938). Rice Acquisition Corporation 3 asked the SEC to declare the S-1 effective at 4:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable. This procedural request does not modify the existing redemption window, the October 2, 2027 deadline, the disclosed trust value of $10.28 per share, or any extension provisions. The filing discloses no impact on shareholder liquidation rights, trust account handling, deal progress, or sponsor conduct. Why it matters: Acceleration requests typically signal internal readiness to close a financing or transaction step, which may precede a business combination announcement, yet the correspondence contains zero substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The letter is authored solely by Chief Financial Officer and Chief Accounting Officer James Wilmot Rogers, who directs further inquiries to Lanchi Huynh of Kirkland & Ellis LLP. For KRSP investors, the document confirms operational continuity under currently filed terms without introducing new redemption triggers, valuation adjustments, or extension votes.
What changed: Amendment No. 2 to Form S-1 Registration Statement under the Securities Act of 1933, filed exclusively to re-submit legal opinions, auditing consents, and the Investment Management Trust Agreement without altering the accompanying preliminary prospectus. Per the registrant’s Explanatory Note, this filing modifies no provision of the preliminary prospectus, adjusts no pricing, updates no redemption timelines, and introduces no new commercial terms. It merely re-files attached exhibits to satisfy continuous registration requirements. Why it matters: The amendment formally codifies the mechanics governing the trust account and corporate structure that will dictate shareholder outcomes. The registrant confirms a funding target of $300.0 million into the Trust Account (or $345.0 million if the underwriters’ over-allotment option is exercised in full), held at Citibank, N.A. by Odyssey Transfer and Trust Company. The trust mandate restricts interest utilization to franchise or income tax obligations, working capital withdrawals capped at five percent of annual interest earnings, and dissolution costs up to $100,000. Directors and officers expressly waive any right or claim against trust monies outside of their public share ownership. The filing locks in a 24-month operational window (extendable to 27 months upon sponsor election) before mandatory liquidation. Structurally, it records a September 2025 share capitalization that brought the sponsor’s holdings to 11,500,000 Class B units of Opco and 11,500,100 Class B ordinary shares, alongside a commitment to purchase up to 10,650,000 private placement warrants at $1.00 per warrant. Critically, it discloses Exhibit 10.13, a Forward Purchase Agreement dated August 25, 2025, executed among the registrant, Shalennial Acquisition Sponsor 3 LLC, and Mercuria Energy Group Holding, SA, indicating pre-organized capital support ahead of a business combination. Issuance expenses are fixed at $1,250,000, allocated across legal fees ($700,000), SEC/FINRA filings, accounting ($50,000), printing ($40,000), travel ($20,000), NYSE listing fees ($85,000), and miscellaneous costs ($229,887). Deferred underwriting discounts are capped at a maximum of $11,625,000, or $13,368,750 if the over-allotment option is fully exercised.
What changed: An SEC correspondence filing responding to staff comments from the Division of Corporation Finance’s Office of Real Estate & Construction regarding Rice Acquisition Corporation 3’s Second Amended Registration Statement on Form S-1. Amendment No. 2 to the Form S-1 removes identified assumptions from legal opinion exhibits (Exhibits 5.1 and 5.2) to comply with Staff Legal Bulletin No. 19. The Investment Management Trust Agreement (Exhibit 10.1) was amended to eliminate any mechanism for releasing trust account funds prior to business combination consummation, reconciling the agreement with Nasdaq Listing Rule IM-5101-2(a) and existing prospectus disclosures. The filing does not modify the 2027-10-02 business combination deadline, the $10.28 per-share trust balance, or shareholder redemption rights. Why it matters: The trust account revision strengthens capital protection by ensuring sponsor and public proceeds remain locked until deal consummation, addressing SEC concerns about premature fund distribution. While no redemption calendar changes, trust value adjustments, or extension votes are triggered, the amendment reflects necessary regulatory clearance for S-1 effectiveness. Delays in clearing staff comments could compress the period available to negotiate and close a target acquisition before the 2027-10-02 deadline. The company attributes these drafting revisions to internal management directives, while the original observations originate from the SEC staff comment letter dated September 22, 2025. Chief Executive Officer J. Kyle Derham executed the correspondence, with Kirkland & Ellis LLP attorneys Matthew R. Pacey and Lanchi Huynh designated as contact points for ongoing review coordination.
What changed: SEC Division of Corporation Finance comment letter regarding an amended Form S-1 registration statement, soliciting corrective amendments to legal counsel opinion assumptions and trust-account fund-release disclosures. On September 22, 2025, the SEC staff issued written comments to Chief Executive Officer J. Kyle Derham reviewing the amended registration statement filed September 18, 2025 (File No. 333-289938). The staff identified two items requiring revision: first, assumptions b, c(i), and d in Exhibit 5.1 and assumption 2.10 in Exhibit 5.2 improperly rely on counsel to assume material facts that are readily ascertainable, contrary to Section II.B.3.a of Staff Legal Bulletin No. 19; second, the trust account termination letter attached to the Investment Management Trust Agreement (Exhibit 10.1) permits fund transfer substantially, concurrently with a completed business combination, which conflicts with prospectus language stating proceeds will not be released until the completion of our initial business combination. The staff requested reconciliation of this discrepancy and confirmation that releasing funds prior to full consummation satisfies Nasdaq Listing Rule IM-5101-2(a), which mandates that at least 90% of gross proceeds remain deposited in a trust account maintained by an independent trustee. Why it matters: This regulatory correspondence signals active SEC oversight of the SPAC’s trust distribution mechanism, a core mechanic governing shareholder redemptions and sponsor liquidity. The staff’s demand for reconciliation between the trust agreement, prospectus, and Nasdaq listing rules suggests the current draft funding-release trigger may require rewording before the registration statement clears. Until the amendments are submitted and accepted, the company cannot finalize proxy materials or schedule a vote, potentially pressuring the stated search deadline of October 2, 2027. The trust value per share remains at $10.28, and the filing contains no commentary on target pipeline, transaction fees, sponsor compensation, customer data, or revenue projections. All observations, directives, and referenced clauses originate solely from the Division of Corporation Finance; the document serves as a compliance checkpoint rather than a strategic announcement.
What changed: Amendment No. 1 to Form S-1 Registration Statement under the Securities Act for the initial public offering of Rice Acquisition Corporation 3, a blank-check company (SPAC) still in its pre-IPO stage. The filing contains the preliminary prospectus describing the offering terms, trust account, warrants, forward purchase agreement, sponsor arrangements, and business combination framework. Compared to the initial S-1 filing, Amendment No. 1 updates the prospectus to reflect: (i) an increase in the expected size of the offering, resulting in a September 2025 share capitalization of 2,012,500 Class B ordinary shares and an additional issuance of 2,012,500 Class B units of Opco; (ii) the forfeiture of 90,000 Class B units by the sponsor and issuance of 30,000 Class B units to each of three independent director nominees in exchange for their services; (iii) entry into a Forward Purchase Agreement dated August 25, 2025, under which Shalennial Acquisition Sponsor 3 LLC and Mercuria Energy Group Holding, SA commit to purchase an aggregate of 10,000,000 Class A ordinary shares at $10.00 per share ($100 million) in a private placement closing substantially concurrently with the initial business combination (with Mercuria Sponsor having the right to terminate its commitment at any time in its sole discretion); and (iv) updates to the risk factors and other disclosure sections. Why it matters: For investors tracking redemption mechanics and trust value, this filing establishes the baseline SPAC structure: trust deposit of $10.00 per unit (initial), a 24-month deadline to consummate a business combination (with a one-time three-month extension option at the sponsor’s election), and a $100 million forward purchase agreement that provides a minimum funding level independent of redemptions (though Mercuria’s commitment may be terminated). The filing also details the 15% redemption cap per beneficial holder (if a shareholder vote is used), the anti-dilution adjustment of founder shares to maintain ~25% ownership, and sponsor conduct provisions including lock-up periods and expense reimbursements.
What changed: A CORRESP (Response to SEC Comments) submitted by Rice Acquisition Corporation 3 to the Securities and Exchange Commission’s Division of Corporation Finance, Office of Real Estate & Construction, detailing management’s revisions to a Draft Registration Statement on Form S-1. Per management and Chief Executive Officer J. Kyle Derham, the filing documents corporate responses to ten SEC Staff comments that mechanically reshape the prospectus framework: the Company stripped disclosures granting sponsor-held Class A ordinary shares and Opco units equal liquidation participation with public shares to satisfy NYSE Section 102.06.f, and recalculated the redemption metric denominator by removing those same Opco units to comply with NYSE Section 102.06.b. Beyond these mechanics, the Company disclosed expanded conflict-of-interest statements covering promoters, swapped the terms "founder/sponsor units" for "founder/sponsor securities," detailed how supplemental financing requests may affect unaffiliated holders, aligned public share purchase voting language with Rule 14e-5 constraints, cataloged non-table dilution sources, corrected anti-dilution ratio disclosures in the compensation table, inserted a U.S. authorized representative signature, and quantified the equity impact of converting 8,750,000 private placement warrants and up to $1,500,000 in working capital loans into warrants. Why it matters: Management’s stated revisions directly dictate the economic waterfalls available to public shareholders ahead of any redemption deadline or business combination vote. By contractually separating sponsor-owned units from the trust conversion pool and the redemption calculation denominator, the revised registration statement isolates public shareholder claims to the on-deposit balance, which alters the practical dynamics of shareholder approval and cash-out expectations. The explicit mapping of dilution tied to 8,750,000 private warrants and $1,500,000 in convertible working capital loans gives investors management’s projected equity trajectory without requiring external modeling. Updated conflict, financing, and voting disclosures redefine sponsor conduct and acquisition approval pathways. No alterations to the ongoing search status, reported trust balance, or 2027-10-02 expiration are attributed to the Company. All assertions, structural shifts, and compliance rationales are sourced exclusively to Rice Acquisition Corporation 3’s executives and counsel as they reply to SEC Staff directives.
What changed: Initial public offering registration statement on Form S-1 for a blank check company (SPAC) seeking to raise $250 million. Filed the initial S-1 registration statement for the IPO. The SPAC has not yet selected a target. Key terms: 25,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant. Trust proceeds of $250,000,000 ($10.00 per share). Sponsor will purchase 8,750,000 private placement warrants at $1.00 each. Forward purchase agreement for $100,000,000 (3,000,000 shares from Rice Sponsor, 7,000,000 from Mercuria Sponsor) at $10.00 per share. 24-month completion window with one 3-month extension option. Sponsor owns founder securities representing approximately 25% of post-IPO shares. Redemption rights for public shareholders, with a 15% limit on redemptions per shareholder without consent. Target focus: energy value chain (upstream oil & gas, power generation, energy infrastructure, critical metals and minerals). Why it matters: This filing introduces a new SPAC with a sizable trust ($250M) and a $100M forward purchase commitment, providing a strong cash base for a business combination. The sponsor team has prior SPAC success (Rice I and Rice II). The Mercuria partnership adds a global commodity trading firm's deal flow. The 24-month timeline and extension option are standard. Investors should note the dilution from founder shares and warrants, and the forward purchase agreement's termination risk (Mercuria can terminate at any time prior to deal). The trust per share is $10.00, but the dilution table shows significant dilution to public shareholders in maximum redemption scenarios (net tangible book value per share of $(0.80) assuming no redemptions).
What changed: SEC Division of Corporation Finance comment letter reviewing a draft Form S-1 registration statement. The SEC Division of Corporation Finance, Office of Real Estate & Construction, issued ten regulatory comments targeting the draft prospectus mechanics and disclosures. Regarding SPAC structure and trust/redemption mechanics, the Division questioned whether the Sponsor’s Class A ordinary shares and Opco units retaining liquidation payment rights violates NYSE Listed Company Manual Section 102.06.f founder waiver mandates, and challenged whether adding Opco units to the redemption calculation denominator improperly creates conversion pathways not aligned with NYSE Section 102.06.b pro-rata trust distribution rules. Turning to other substance, the Division demanded explicit dilution analysis from the conversion and cashless exercise of 8,750,000 private placement warrants and up to $1,500,000 in working capital loans, plus anti-dilution term clarification for founder units. Additional demands cover expanded promoter and affiliate conflict-of-interest disclosures under Regulation S-K Items 1602(a)(5) and 1602(b)(5), elimination of confusing “founder units”/“sponsor units” terminology that masks non-unit securities, reconciliation of public share accumulation tactics with Rule 14e-5 voting restrictions, and a missing United States authorized representative signature. Why it matters: SEC pushback on sponsor liquidation waivers and the Opco unit redemption denominator indicates structural ambiguity that could materially alter public shareholder trust yields or voting leverage at a future business combination. Regulatory insistence on transparent dilution modeling for the 8,750,000 private warrants and $1,500,000 working capital facility means the registration statement cannot achieve effectiveness until ownership economics and conflict boundaries are fully priced out for investors. Until these comment items are resolved, the IPO pipeline remains procedurally halted; no trust account movements, extension filings, or redemption windows are triggered by this correspondence.
What changed: Draft Registration Statement (DRS) on Form S-1 for the initial public offering of Rice Acquisition Corporation 3, a blank-check SPAC, filed confidentially on July 29, 2025. No material change from a prior public filing, as this is the first confidential submission of the S-1. The document sets forth the SPAC's proposed IPO terms: 25,000,000 units at $10.00/unit, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant; trust deposit of $250 million ($10.00 per share); 24-month deadline to consummate a business combination; forward purchase agreements for $100 million; sponsor founder units purchased at ~$0.003/unit; and a focus on the energy value chain. Why it matters: This filing formalizes the SPAC's IPO structure and timeline, providing investors with key redemption, trust, extension, and sponsor conduct terms. It confirms the trust value ($10.00/share), the 24-month deadline, the forward purchase commitment (which may reduce redemption risk), and the sponsor's low-cost basis creating potential conflicts. The document also updates the SPAC's search status (no target selected) and highlights prior SPAC track record (Rice I and Rice II).
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.