Rice Acquisition Corp 3 S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT

SPECIMEN UNIT CERTIFICATE

SPECIMEN WARRANT CERTIFICATE

FORM OF PUBLIC WARRANT AGREEMENT BETWEEN ODYSSEY TRANSFER AND TRUST COMPANY AND THE REGISTRANT

FORM OF PRIVATE WARRANT AGREEMENT BETWEEN ODYSSEY TRANSFER AND TRUST COMPANY AND THE REGISTRANT

OPINION OF KIRKLAND & ELLIS LLP

OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN ODYSSEY TRANSFER AND TRUST COMPANY AND THE REGISTRANT AND OPCO

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, THE SPONSOR AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT, OPCO AND THE SPONSOR

FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT, OPCO AND THE SPONSOR

FORM OF LETTER AGREEMENT AMONG OPCO, THE REGISTRANT, THE SPONSOR AND EACH DIRECTOR AND EXECUTIVE OFFICER OF THE REGISTRANT

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OPCO

SECURITIES SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 16, 2025, BETWEEN OPCO AND THE SPONSOR

CONSENT OF WITHUMSMITH+BROWN, PC

FILING FEE TABLE

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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