Rice Acquisition Corp 3

Filing Date

Sep 30, 2025

Transaction Date

Sep 30, 2025

Accession Number

0001213900-25-094217

Form Type

3

Footnotes

1. (F1)Rice Acquisition Sponsor 3 LLC is the record holder of the shares and units reported herein. Shalennial Acquisition Sponsor 3 LLC ("Rice Sponsor") and Mercuria Energy Group Holding, SA are the members of Rice Acquisition Sponsor 3 LLC, with Rice Sponsor serving as the sole managing member. Rice Sponsor is a wholly owned subsidiary of Shalennial Fund II, L.P. Mr. Derham is a member of the board of managers of Rice Investment Group UGP, LLC, which is the general partner of Shalennial GP II, L.P., which is the general partner of Shalennial Fund II, L.P. As such, Mr. Derham may be deemed to have or share beneficial ownership of the shares and units held directly by Rice Acquisition Sponsor 3 LLC.
2. (F2)For each Class A or Class B unit of Rice Acquisition Holdings 3 LLC ("Opco"), the Reporting Person owns a corresponding Class B ordinary share of the Issuer. In connection with the Issuer's initial business combination, or in certain circumstances described in the Second Amended and Restated Limited Liability Company Agreement of Opco at specified times thereafter, the Class B units of Opco will convert into Class A units of Opco on a one-for-one basis, subject to adjustment. The Class A units of Opco (together with the corresponding Class B ordinary shares of the Issuer) will be exchangeable into Class A ordinary shares of the Issuer after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date.
3. (F3)Includes 1,500,000 Class A ordinary shares of the Issuer underlying the 1,500,000 Class B units of Opco that are subject to forfeiture if the underwriters of the Issuer's initial public offering of units do not exercise their over-allotment option in full.