Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Rice Acquisition Corporation 3 (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G7553X106 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G7553X106 |
| 1 | Names of Reporting Persons
Rice Acquisition Sponsor 3 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,062,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
39.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent (i) 2,500 Class A ordinary shares ("Class A Shares"), (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Rice Acquisition Holdings 3 LLC ("Opco") (and forfeiture of an equivalent number of Class B ordinary shares ("Class B Shares")) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination ("Warrants"). The percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | G7553X106 |
| 1 | Names of Reporting Persons
Daniel J. Rice, IV | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,062,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
39.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported securities represent (i) 2,500 Class A Shares, (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Opco (and forfeiture of an equivalent number of Class B Shares) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 Warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination. The percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | G7553X106 |
| 1 | Names of Reporting Persons
J. Kyle Derham | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,062,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
39.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported securities represent (i) 2,500 Class A Shares, (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Opco (and forfeiture of an equivalent number of Class B Shares) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 Warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination. The percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Rice Acquisition Corporation 3 | |
| (b) | Address of issuer's principal executive offices:
102 East Main Street, Second Story Carnegie, Pennsylvania 15106 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Rice Acquisition Sponsor 3 LLC ("Sponsor") (ii) Daniel J. Rice, IV (iii) J. Kyle Derham | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Rice Acquisition Corporation 3, 102 East Main Street, Second Story, Carnegie, Pennsylvania 15106. | |
| (c) | Citizenship:
See responses to row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G7553X106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page. The reported securities represent (i) 2,500 Class A Shares, (ii) 100 Class A Shares that are issuable upon conversion of Class A units of Opco (and forfeiture of an equivalent number of Class B Shares) on a one-for-one basis, (iii) 11,410,000 Class A Shares that are issuable in respect of Class A units of Opco received upon conversion of an equivalent number of Class B units of Opco (and an equivalent number of Class B Shares) on a one-for-one basis and (iv) 10,650,000 Warrants to acquire Class A Shares with an exercise price of $11.50 per share, which become exercisable 30 days after completion of the Issuer's initial business combination. The reported securities are directly held by Sponsor. Shalennial Acquisition Sponsor 3 LLC ("Rice Sponsor") and Mercuria Energy Group Holding, SA are members of Sponsor, with Rice Sponsor serving as the sole managing member. Rice Sponsor is a wholly owned subsidiary of Shalennial Fund II, L.P. Daniel J. Rice, IV and J. Kyle Derham are members 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, Messrs. Rice and Derham may be deemed to have or share beneficial ownership of the reported securities held directly by Sponsor. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the reported securities covered by this statement. | |
| (b) | Percent of class:
See responses to row 11 on each cover page. The reported percentage of class is calculated based upon 34,502,500 Class A Shares outstanding as of November 3, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on November 3, 2025, as increased by 22,060,100 Class A Shares issuable in respect of Class A units of Opco, Class B units of Opco and Warrants beneficially owned by the Reporting Persons. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of November 14, 2025 |