Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The Underwriting Agreement and the Trust Agreement

On September 30, 2025, Rice Acquisition Corporation 3 (the "Company") and Rice Acquisition Holdings 3 LLC ("Opco") entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the offer and sale (the "IPO") of the Company's units (the "Units"). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the "Class A Ordinary Shares"), and one-sixth of one redeemable warrant of the Company (each such whole warrant, a "Public Warrant"). Each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.

The Underwriting Agreement provides for the offer and sale of 30,000,000 Units ("Firm Units") at a price to the public of $10.00 per Unit. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an aggregate of 4,500,000 additional Units ("Additional Units") to cover over-allotments, if any. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit. In addition, the Company agreed to pay to the Underwriters a deferred discount (the "Deferred Discount"), which will range from $0 to $13,368,750, depending on the number of Class A Ordinary Shares sold as part of the Units in the IPO ("Public Shares") that remain outstanding following consummation of the Company's initial business combination, as further described in the Prospectus (as defined below) under the section titled "Underwriting - Commissions and Expenses." If the Company does not consummate an initial business combination within the time period provided in the Company's Amended and Restated Memorandum and Articles of Association, dated September 30, 2025 (the "Articles"), and the funds held under the Trust Agreement (described and defined below) are distributed to the holders of Public Shares (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and Opco have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

Also on September 30, 2025, the Company and Opco entered into an Investment Management Trust Agreement (the "Trust Agreement") with Odyssey Transfer and Trust Company ("Odyssey"), as trustee, which establishes the trust account (the "Trust Account") that will hold the net proceeds of the IPO and certain of the proceeds from the sale of the Private Placement Warrants (defined and described below). The Trust Agreement also sets forth the responsibilities and indemnification rights of the trustee and the procedures for withdrawal and direction of funds from the Trust Account.

On October 2, 2025, the Company completed its IPO of 34,500,000 Units, including 4,500,000 Units that were issued pursuant to the Underwriters' exercise in full of their over-allotment option, and the Company received total gross proceeds of $345,000,000, before deducting underwriting discounts and commissions and other offering expenses. The material terms of the IPO are described in the prospectus, dated September 30, 2025 (the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "SEC") on October 2, 2025, pursuant to Rule 424(b) under the Securities Act. The IPO was registered with the SEC pursuant to a Registration Statement on Form S-1, as amended (File No. 333-289938), initially filed by the Company on August 29, 2025.