SecProbe.io

CORRESP
 1
 filename1.htm

 Rice Acquisition Corporation 3

 102 East Main Street, Second Story

 Carnegie, Pennsylvania 15106

 September 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Pam Howell

 Kellie Kim

 Wilson Lee

 Re: Rice Acquisition Corporation 3
Registration Statement on Form S-1, as amended
File No. 333-289938

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Rice Acquisition Corporation 3 (the "Company") hereby requests acceleration of the effective date of the
above-referenced Registration Statement to 4:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable.

 Please contact Lanchi Huynh of Kirkland & Ellis
LLP, the Company's legal counsel, at (214) 972-1673 as soon as the above-referenced Registration Statement has been declared effective
or if you have any other questions or concerns regarding this matter.

 Thank you in advance for your assistance.

 Sincerely,

 RICE ACQUISITION CORPORATION 3

 By: /s/ James Wilmot Rogers
 Name: James Wilmot Rogers

 Title: Chief Financial Officer and Chief Accounting Officer

CORRESP
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 Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

 Jefferies LLC
520 Madison Avenue
New York, New York 10022

 September 26, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Kellie Kim

 Wilson Lee

 Pam Howell

 Re: Rice Acquisition Corporation 3 (the "Company")
Registration Statement on Form S-1, as amended
File No. 333-289938

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned hereby joins the request
of Rice Acquisition Corporation 3 that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof)
filed under the Securities Act be accelerated by the Securities and Exchange Commission to 4:00 p.m., Eastern Time, on September 30, 2025,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by
telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Securities Act,
we wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

 We, the undersigned, as representatives of the
several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 BARCLAYS CAPITAL INC.

 By:
 /s/ Amit Chandra

 Name:
 Amit Chandra

 Title:
 Authorized Signatory

 JEFFERIES LLC

 By:
 /s/ Tina Pappas

 Name:
 Tina Pappas

 Title:
 Authorized Signatory

 [ Signature Page to Acceleration Request Letter ]

CORRESP
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 Rice Acquisition Corporation 3

 102 East Main Street, Second Story

 Carnegie, Pennsylvania 15106

 September 23, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Kellie Kim

 Wilson Lee

 Pam Howell

 Re:
 Rice Acquisition Corporation 3

 Amended Registration Statement on Form S-1

 Filed September 18, 2025

 File No. 333-289938

 Ladies and Gentlemen:

 This letter sets forth the
response of Rice Acquisition Corporation 3 (the " Company ") to the comments of the staff of the Division of Corporation
Finance's Office of Real Estate & Construction (the " Staff ") of the Securities and Exchange Commission
set forth in your letter dated September 22, 2025, with respect to the above referenced Amended Registration Statement on Form S-1, filed
September 18, 2025. Concurrently with the submission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration
Statement on Form S-1 (the " Second Amended Registration Statement "), which reflects the Company's responses
to the comments received by the Staff.

 Set forth below is the Company's
response to the Staff's comments. For the Staff's convenience, we have incorporated your comments into this response letter
in italics.

 Amended Form S-1 filed September 18, 2025

 Exhibits

 1. Staff's comment:

 We note the assumptions b, c(i), and d in Exhibit 5.1 and the assumption
2.10 in Exhibit 5.2. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying
the opinion or facts that are readily ascertainable. Please revise these assumptions or explain. Refer to Section II.B.3.a of Staff Legal
Bulletin No. 19.

 Response:

 In response to the Staff's
comment, we have revised and refiled Exhibit 5.1 and Exhibit 5.2 in the Second Amended Registration Statement to remove the assumptions
identified by the Staff.

 2. Staff's comment:

 The trust account termination letter attached as Exhibit A to the
Investment Management Trust Agreement filed as Exhibit 10.1 states that " . . . counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer
of funds . . ." Nasdaq Listing Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds . . . must be deposited
in a trust account maintained by an independent trustee." It is unclear how the release of funds earlier than the consummation of
the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure
in the prospectus, which states proceeds will not be released until "the completion of our initial business combination." Please
reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule.

 Response:

 In response to the Staff's
comment, we have revised and refiled Exhibit 10.1 in the Second Amended Registration Statement to eliminate the possibility of the release
of funds from the trust account earlier than the consummation of the initial business combination.

 *************

 2

 We respectfully request the Staff's assistance
in completing the review of the Second Amended Registration Statement as soon as possible. Please contact Matthew R. Pacey of Kirkland
& Ellis LLP at (713) 836-3786 or Lanchi Huynh of Kirkland & Ellis LLP at (214) 972-1673 with any questions or further comments
regarding the responses to the Staff's comments.

 RICE ACQUISITION CORPORATION 3

 By:
 /s/ J. Kyle Derham

 Name:
 J. Kyle Derham

 Title:
 Chief Executive Officer

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 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
 Amended Registration Statement on Form S-1
 Filed September 18, 2025
 File No. 333-289938
Dear J. Kyle Derham:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amended Form S-1 filed September 18, 2025
Exhibits

1. We note the assumptions b, c(i), and d in Exhibit 5.1 and the assumption
2.10 in
 Exhibit 5.2. It is not appropriate for counsel to include in its opinion
assumptions that
 assume any of the material facts underlying the opinion or facts that
are readily
 ascertainable. Please revise these assumptions or explain. Refer to
Section II.B.3.a of
 Staff Legal Bulletin No. 19.
2. The trust account termination letter attached as Exhibit A to the
Investment
 Management Trust Agreement filed as Exhibit 10.1 states that " . . .
counsel for the
 Company shall deliver to you written notification that the Business
Combination has
 been consummated, or will be consummated substantially, concurrently
with your
 transfer of funds . . ." Nasdaq Listing Rule IM-5101-2(a) states that
[a]t least 90% of
 the gross proceeds . . . must be deposited in a trust account maintained
by an
 September 22, 2025
Page 2

 independent trustee. It is unclear how the release of funds earlier
than the
 consummation of the initial business combination would comport with this
listing
 standard. We also note that the exhibit is inconsistent with the
disclosure in the
 prospectus, which states proceeds will not be released until "the
completion of our
 initial business combination." Please reconcile the disclosure and
advise how this is
 consistent with the Nasdaq Listing Rule.
 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 Pam Howell at 202-551-3357 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Lanchi Huynh
</TEXT>
</DOCUMENT>

CORRESP
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 Rice Acquisition Corporation 3

 102 East Main Street, Second Story

 Carnegie, Pennsylvania 15106

 August 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Kellie Kim

 Wilson Lee

 David Link

 Pam Howell

 Re: Rice Acquisition Corporation 3

 Draft Registration Statement on Form
S-1

 Submitted July 29, 2025

 CIK No. 0002074872

 Ladies and Gentlemen:

 This letter sets forth
the response of Rice Acquisition Corporation 3 (the " Company ") to the comments of the staff of the
Division of Real Estate & Construction (the " Staff ") of the Securities and Exchange Commission set
forth in your letter dated August 23, 2025, with respect to the above referenced Draft Registration Statement on Form S-1.
Concurrently with the submission of this letter, the Company is filing via EDGAR a Registration Statement on Form S-1 (the
" Registration Statement "), which reflects the Company's responses to the comments received by the
Staff. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Statement.

 Set forth below is the Company's
response to the Staff's comments. For the Staff's convenience, we have incorporated your comments into this response letter
in italics.

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

 General

 1. Staff's comment:

 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 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.

 Response:

 In response to the Staff's
comment, we have revised the disclosure on page 24 of the Registration Statement and throughout the Registration Statement to remove disclosure
that the Class A ordinary shares 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.

 2. Staff's comment:

 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.

 Response:

 In response to the
Staff's comment, we have revised the Registration Statement throughout (including in the second to last paragraph on the cover
page and page 34 of the Registration Statement) to remove from the denominator in the redemption calculations the outstanding Class
A units of Opco.

 Cover Page

 3. Staff's comment:

 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.

 Response:

 In response to the Staff's
comment, we have revised paragraph 9 on the cover page of the Registration Statement.

 4. Staff's comment:

 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.

 Response:

 In response to the Staff's comment, we have
revised paragraph 10 on the cover page and page 159 of the Registration Statement.

 2

 Summary, page 1

 5. Staff's comment:

 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.

 Response:

 In response to the Staff's comment, we have
revised the Registration Statement to refer to "founder units" and "sponsor units" as "founder securities"
and "sponsor securities," respectively. In addition, we have revised pages 18 and 125 of the Registration Statement to more
clearly identify the full amount of such securities when providing compensation information.

 6. Staff's comment:

 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.

 Response:

 In response to the Staff's comment, we have
revised pages 12, 13, 119, 131 and 132 of the Registration Statement.

 Compensation of Our Sponsor…., page
18

 7. Staff's comment:

 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.

 Response:

 In response to the Staff's comment, we have
revised pages 18, 19, 125 and 126 of the Registration Statement.

 Permitted Purchases of Public Shares….,
page 37

 8. Staff's comment:

 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 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."

 Response:

 In response to the Staff's comment, we have
revised pages 38 and 135 of the Registration Statement.

 3

 Dilution…., page 98

 9. Staff's comment:

 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.

 Response:

 In response to the Staff's comment, we have
revised page 98 of the Registration Statement.

 Signatures, page II-4

 10. Staff's comment:

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

 Response:

 In response to the Staff's comment, we have
revised the signature pages of the Registration Statement.

 *************

 4

 We respectfully request the Staff's assistance
in completing the review of the Registration Statement as soon as possible. Please contact Matthew R. Pacey of Kirkland & Ellis LLP
at (713) 836-3786 or Lanchi Huynh of Kirkland & Ellis LLP at (214) 972-1673 with any questions or further comments regarding the responses
to the Staff's comments.

 RICE ACQUISITION CORPORATION 3

 By:
 /s/ J. Kyle Derham

 Name:
 J. Kyle Derham

 Title:
 Chief Executive Officer

 5

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>