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 August 23, 2025

J. Kyle Derham
Chief Executive Officer
Rice Acquisition Corp 3
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106

 Re: Rice Acquisition Corp 3
 Draft Registration Statement on Form S-1
 Submitted July 29, 2025
 CIK No. 0002074872
Dear J. Kyle Derham:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submission on EDGAR. If you do not believe a
comment
applies to your facts and circumstances or do not believe an amendment is
appropriate, please
tell us why in your response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted July 29, 2025
General

1. We note your disclosure, on page 24, that the Class A ordinary shares of
the SPAC
 and the Class A units of Opco held by the Sponsor will participate in
liquidation
 payments the same as the Class A ordinary shares included in the public
units. We
 also note that you plan to have your securities listed on the NYSE and
that
 Section 102.06.f of the NYSE Listed Company Manual requires [T]he AC
 s
 [acquisition company s] founding shareholders must waive their rights
to participate
 in any liquidation distribution with respect to all shares of common
stock owned by
 each of them prior to the IPO or purchased in any private placement
occurring in
 conjunction with the IPO, including the common stock underlying any
founders
 warrants. Please advise us how the Class A units and Class A shares
comprising the
 August 23, 2025
Page 2

 Sponsor units participate in liquidation or other payments is
consistent with the
 NYSE Listed Company Manual Section 102.06.f or revise your disclosure as
 appropriate.
2. We note that the denominator in your redemption calculation includes
both the
 outstanding public Class A shares of Rice Acquisition Corporation 3 and
outstanding
 Class A units of Opco (other than the Class A units held by the SPAC).
Please clarify
 whether the outstanding Class A units of Opco have redemption rights. In
addition,
 we also note that the NYSE Listed Company Manual Section 102.06.b
requires if a
 shareholder vote on a Business Combination is held, each public
shareholder will
 have the right to convert its shares of common stock into a pro rata
share of the
 aggregate amount then on deposit in the trust account . Please
advise us how your
 redemption calculation, which includes both outstanding Class A shares
of Rice
 Acquisition Corporation 3 and outstanding Class A units of Opco (other
than the
 Class A units held by the SPAC), is consistent with the NYSE Listed
Company
 Manual Section 102.06.b or revise your disclosure as appropriate.
Cover page

3. Please describe the extent to which the conversion of the Sponsor s
8,750,000 private
 placement warrants and the conversion of up to $1,500,000 in working
capital loans
 into warrants and their cashless exercise may result in a material
dilution of the
 purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.
4. When discussing conflicts of interest in paragraph 9, please expand your
statement as
 to actual or potential material conflicts of interest between purchasers
in the offering
 and the SPAC sponsor and its affiliates, to include promoters. Refer to
Item
 1602(a)(5) of Regulation S-K.
Summary, page 1

5. We note that the defined terms "founder units" and "sponsor units"
include securities
 that are not units. The use of such terms to represent securities that
are not units may
 be confusing to investors. Please revise and provide clear disclosure
throughout when
 providing the compensation information in Items 1602(b)(6) and
1603(a)(6) to clearly
 identify and disclose the full amount of securities issued or to be
issued to the sponsor,
 its affiliates and promoters.
6. When discussing the potential need to seek additional financing on page
12,
 please also address how the terms of additional financings may impact
unaffiliated
 security holders. See Item 1602(b)(5) of Regulation S-K.
Compensation of Our Sponsor ..., page 18

7. Please revise your compensation table, on page 18, to address the
anti-dilution
 protection of founders units upon conversion into Class A ordinary
shares at a greater
 than one-to-one ratio.
Permitted Purchases of Public Shares ...., page 37

8. We note the disclosure that the purpose of such transactions could be to
"vote in favor
 of the business combination and thereby increase the likelihood of
obtaining
 August 23, 2025
Page 3

 shareholder approval of the business combination." Please reconcile with
the
 disclosure on page 17 regarding the letter agreement with the sponsor,
officers and
 directors, which states they have agreed to vote their shares in favor
of an initial
 business combination "except with respect to any such public shares
which may not
 be voted in favor of approving the business combination transaction in
accordance
 with the requirements of Rule 14e-5 under the Exchange Act and any SEC
 interpretations or guidance relating thereto."
Dilution, page 98

9. Please revise to describe, outside of the dilution table, each material
potential source
 of future dilution following the offering by the company. See Item
1602(c) of
 Regulation S-K.
Signatures, page II-4

10. Please include the signature of the authorized representative in the
United States.
 Refer to the instructions to the Signatures section of Form S-1.

 Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Lanchi Huynh
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