RICE.U / Rice Acquisition Corp. Units, each consisting of one share of our Class A common stock and one-half - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

LFG / Archaea Energy Inc - Class A / BAUPOST GROUP LLC/MA - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Archaea Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940F103 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

LFG / Archaea Energy Inc - Class A / KENSICO CAPITAL MANAGEMENT CORP - S13G/A Passive Investment

SC 13G/A 1 s13ga123122-archen.htm S13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) * Archaea Energy Inc. (Name of Issuer) Class A Common Stock,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 ea171289-1512garchaea.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39644 Archaea Energy Inc.

Amended and Restated Bylaws of Archaea Energy Inc., effective December 28, 2022.

Exhibit 3.2 ADOPTED AS OF: December 28, 2022 AMENDED & RESTATED BYLAWS OF ARCHAEA ENERGY INC. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or outside the State of Delaware, as may be designated by resolution of the Boar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2022 ARCHAEA ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission F

LFG / Archaea Energy Inc - Class A / Shalennial Fund I, L.P. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F 103 (CUSIP Number) Matthew Pacey, P.C. Lanchi Huynh Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 (713) 836-3600 (Name

Amended and Restated Certificate of Incorporation of Archaea Energy Inc., effective December 28, 2022.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCHAEA ENERGY INC. Article 1 The name of the corporation is: Archaea Energy Inc. (the “Corporation”). Article 2 The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of the Corporation’s registered agent at such address is The Corpo

bp completes acquisition of Archaea Energy

Exhibit 99.1 bp completes acquisition of Archaea Energy HOUSTON – Today bp (NYSE: BP) completed its purchase of Archaea Energy Inc., (NYSE: LFG) a leading provider of renewable natural gas (RNG), marking a milestone in the growth of bp’s strategic bioenergy business. “We see enormous opportunity to grow our bioenergy business by bringing Archaea fully into bp,” said Dave Lawler, chairman and presi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 09, 2023, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on December 28, 2022

As filed with the Securities and Exchange Commission on December 28, 2022 No. 333-260094 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 4932 85-2867266 (State or other jurisdiction of incorpor

As filed with the Securities and Exchange Commission on December 28, 2022

As filed with the Securities and Exchange Commission on December 28, 2022 Registration No.

LFG / Archaea Energy Inc - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Archaea Energy Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) December 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39644 Archaea Energy I

Archaea Energy Inc. Reports Results for the Three and Nine Months Ended September 30, 2022

Exhibit 99.1 Archaea Energy Inc. Reports Results for the Three and Nine Months Ended September 30, 2022 November 10, 2022 HOUSTON-(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea,? ?the Company,? or ?we?) (NYSE: LFG), one of the largest producers of renewable natural gas (?RNG?) in the U.S., today announced financial and operating results for the three and nine months ended September 30, 2022. FINAN

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREM14A 1 prem14a1022archaeaenergy.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Archaea Energy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Archaea Energy Inc.

LFG / Archaea Energy Inc - Class A / BP Products North America Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Archaea Energy Inc.

LFG / Archaea Energy Inc - Class A / Shalennial Fund I, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F 103 (CUSIP Number) Matthew Pacey, P.C. Lanchi Huynh Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 (713) 836-3600 David

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fi

Agreement and Plan of Merger, dated as of October 16, 2022, by and among BP Products North America Inc., Condor RTM Inc., Condor RTM LLC, LFG Acquisition Holdings LLC and Archaea Energy Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among BP PRODUCTS NORTH AMERICA INC., CONDOR RTM INC., CONDOR RTM LLC, LFG ACQUISITION HOLDINGS LLC, and ARCHAEA ENERGY INC. Dated as of October 16, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 21 1.3 Certain Interpretations 23 Article II THE MERGER 24 2.1

Agreement and Plan of Merger, dated as of October 16, 2022, by and among BP Products North America Inc., Condor RTM Inc., Condor RTM LLC, LFG Acquisition Holdings LLC and Archaea Energy Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among BP PRODUCTS NORTH AMERICA INC., CONDOR RTM INC., CONDOR RTM LLC, LFG ACQUISITION HOLDINGS LLC, and ARCHAEA ENERGY INC. Dated as of October 16, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 21 1.3 Certain Interpretations 23 Article II THE MERGER 24 2.1

First Amendment to the Second Amended and Restated Limited Liability Company Agreement of LFG Acquisition Holdings LLC, dated as of October 16, 2022.

Exhibit 10.3 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LFG ACQUISITION HOLDINGS LLC THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Amendment?), effective as of October 16, 2022 (the ?Amendment Effective Date?), is entered into by and between Archaea Energy Inc., a Delaware corporation (the

Press release dated October 17, 2022.

Exhibit 99.1 Archaea Energy to be Acquired by bp for Approximately $4.1 Billion October 17, 2022 07:15 AM Eastern Daylight Time HOUSTON -(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea?) (NYSE: LFG), an industry-leading renewable natural gas (?RNG?) company, today announced that it has agreed to be acquired by bp (NYSE: BP) for $26 per Archaea Class A and Class B share in cash, or a total enterpris

Voting and Support Agreement, dated as of October 16, 2022, by and among BP Products North America Inc. and the stockholders listed on the signature pages thereto.

Exhibit 10.1 Execution Version Voting and Support Agreement This VOTING AND SUPPORT AGREEMENT, dated as of October 16, 2022 (this ?Agreement?), by and among the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become ?Stockholders? pursuant to Section 3 below, collectively, the ?Stockholders? and each, individually, a ?Stockholder?),

First Amendment to the Second Amended and Restated Limited Liability Company Agreement of LFG Acquisition Holdings LLC, dated as of October 16, 2022.

Exhibit 10.3 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LFG ACQUISITION HOLDINGS LLC THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Amendment?), effective as of October 16, 2022 (the ?Amendment Effective Date?), is entered into by and between Archaea Energy Inc., a Delaware corporation (the

Letter to employees from the Chief Executive Officer on October 17, 2022.

Exhibit 99.2 Team, As you know, Archaea Energy was founded with a mission to build the world?s leading RNG development company to reduce global emissions and make multi-generational sustainability impacts. In a very short period of time, we have grown rapidly to become an industry-leading RNG platform in the U.S. Today we have reached another major milestone in our mission. Moments ago, we announc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fi

Amendment No. 1 to Warrant Agreement, dated as of October 16, 2022, by and among Archaea Energy Inc., LFG Acquisition Holdings LLC and Continental Stock Transfer & Trust Company.

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this ?Amendment?), dated as of October 16, 2022, is by and among Archaea Energy Inc. (formerly known as Rice Acquisition Corp.), a Delaware corporation (the ?Company?), LFG Acquisition Holdings LLC (formerly known as Rice Acquisition Holdings LLC), a Delaware limited liability company (?O

As you know, Archaea Energy was founded with a mission to build the world’s leading RNG development company to reduce global emissions and make multi-generational sustainability impacts. In a very short period of time, we have grown rapidly to become

Exhibit 99.2 Team, As you know, Archaea Energy was founded with a mission to build the world?s leading RNG development company to reduce global emissions and make multi-generational sustainability impacts. In a very short period of time, we have grown rapidly to become an industry-leading RNG platform in the U.S. Today we have reached another major milestone in our mission. Moments ago, we announc

Archaea Energy to be Acquired by bp for Approximately $4.1 Billion

Exhibit 99.1 Archaea Energy to be Acquired by bp for Approximately $4.1 Billion October 17, 2022 07:15 AM Eastern Daylight Time HOUSTON -(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea?) (NYSE: LFG), an industry-leading renewable natural gas (?RNG?) company, today announced that it has agreed to be acquired by bp (NYSE: BP) for $26 per Archaea Class A and Class B share in cash, or a total enterpris

Amendment No. 1 to Warrant Agreement, dated as of October 16, 2022, by and among Archaea Energy Inc., LFG Acquisition Holdings LLC and Continental Stock Transfer & Trust Company.

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this ?Amendment?), dated as of October 16, 2022, is by and among Archaea Energy Inc. (formerly known as Rice Acquisition Corp.), a Delaware corporation (the ?Company?), LFG Acquisition Holdings LLC (formerly known as Rice Acquisition Holdings LLC), a Delaware limited liability company (?O

Voting and Support Agreement, dated as of October 16, 2022, by and among BP Products North America Inc. and the stockholders listed on the signature pages thereto.

Exhibit 10.1 Execution Version Voting and Support Agreement This VOTING AND SUPPORT AGREEMENT, dated as of October 16, 2022 (this ?Agreement?), by and among the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become ?Stockholders? pursuant to Section 3 below, collectively, the ?Stockholders? and each, individually, a ?Stockholder?),

LFG / Archaea Energy Inc - Class A / Archaea Energy LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F 103 (CUSIP Number) Matthew Pacey, P.C. Lanchi Huynh Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 (713) 836-3600 (Name

As filed with the Securities and Exchange Commission on August 24, 2022

As filed with the Securities and Exchange Commission on August 24, 2022 No. 333-260094 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 4932 85-2867266 (State or other jurisdiction of incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fil

Archaea Energy Inc. Reports Second Quarter and First Half 2022 Results and Provides 2022 Guidance Update Increasing Full Year 2022 Adjusted EBITDA Guidance

Exhibit 99.1 Archaea Energy Inc. Reports Second Quarter and First Half 2022 Results and Provides 2022 Guidance Update Increasing Full Year 2022 Adjusted EBITDA Guidance August 16, 2022 HOUSTON-(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea,? ?the Company,? or ?we?) (NYSE: LFG), an industry-leading renewable natural gas (?RNG?) company, today announced financial and operating results for the second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39644 Archaea Energy Inc. (

Form of Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement under the Archaea Energy Inc. 2021 Omnibus Incentive Plan.

Exhibit 10.5 ARCHAEA ENERGY INC. 2021 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Archaea Energy Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Archaea Energy Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) the number of p

First Amendment to Revolving Credit and Term Loan Agreement, dated as of June 1, 2022, by Comerica Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2022).

Exhibit 10.1 FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT This First Amendment to Revolving Credit and Term Loan Agreement (?First Amendment?) is made as of June 1, 2022 by Comerica Bank, as administrative agent for the Lenders (defined below) (in such capacity, the ?Agent?). RECITALS A. Archaea Energy Operating LLC, a Delaware limited liability company, formerly known as LFG Buyer

Form of Participation Agreement – Archaea Energy Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2022).

Exhibit 10.4 [Archaea Letterhead] [Date] Re: Participation Agreement ? Archaea Energy Inc. Executive Severance Plan Dear [ ]: We are pleased to inform you that you have been designated as eligible to participate in the Archaea Energy Inc. Executive Severance Plan (as it may be amended from time to time, the ?Plan?), as a Level [1][2] Executive. Your participation in the Plan is subject to the term

Archaea Energy Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2022).

Exhibit 10.3 ARCHAEA ENERGY INC. EXECUTIVE SEVERANCE PLAN 1. Purpose. Archaea Energy Inc. (the ?Company?) has adopted the Archaea Energy Inc. Executive Severance Plan (the ?Plan?) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after May 3, 2022 (the ?Effective Date?). The Pl

Second Amendment to Revolving Credit and Term Loan Agreement, dated as of June 30, 2022, by and among the financial institutions from time to time signatory thereto, Comerica Bank, as administrative agent, and Archaea Energy Operating LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2022).

Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Revolving Credit and Term Loan Agreement (?Second Amendment?) is made as of June 30, 2022 by and among the financial institutions from time to time signatory hereto (individually a ?Lender,? and any and all such financial institutions collectively the ?Lenders?), Comerica Bank, as the Administrative Agent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File N

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 12 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed solely to update the information contained in the table in the ?Selling Securityholders? section of the

LFG / Archaea Energy Inc - Class A / Archaea Energy LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea159952-13da1archaeaarcha.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F 103 (CUSIP Number) Matthew Pacey, P.C. Lanchi Huynh Kirk

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 11 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated October 21, 2021 (the ?Prospe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39644 Archaea Energy Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File Nu

Archaea Energy Inc. Reports First Quarter 2022 Results, Reaffirms Full Year 2022 Adjusted EBITDA and Production Guidance, and Increases Estimated Long-Term Annual Earnings Power 50 high-quality RNG development projects added to backlog through acquis

Exhibit 99.1 Archaea Energy Inc. Reports First Quarter 2022 Results, Reaffirms Full Year 2022 Adjusted EBITDA and Production Guidance, and Increases Estimated Long-Term Annual Earnings Power 50 high-quality RNG development projects added to backlog through acquisition of INGENCO and formation of joint venture with Republic Services Increasing estimated long-term annual earnings power by ~50% to ~$

Republic Services and Archaea Energy Launch Landmark Joint Venture to Develop 39 New Renewable Natural Gas Projects Across U.S. Investment creates nation’s largest portfolio of landfill gas-to-RNG development projects

Exhibit 99.1 Republic Services and Archaea Energy Launch Landmark Joint Venture to Develop 39 New Renewable Natural Gas Projects Across U.S. Investment creates nation?s largest portfolio of landfill gas-to-RNG development projects PHOENIX and HOUSTON (May 5, 2022) ? Republic Services, Inc. (NYSE: RSG), a leader in the environmental services industry, and Archaea Energy, Inc. (?Archaea?) (NYSE: LFG

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File N

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File

Archaea Energy Inc. Announces Agreement to Acquire NextGen Power Holdings LLC

Exhibit 99.1 Archaea Energy Inc. Announces Agreement to Acquire NextGen Power Holdings LLC April 28, 2022 HOUSTON-(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea,? ?the Company,? or ?we?) (NYSE: LFG), an industry-leading renewable natural gas (?RNG?) company, today announced that its wholly owned subsidiary, Archaea Infrastructure, LLC, has entered into a definitive purchase and sale agreement with

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 10 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated October 21, 2021 (the ?Prospe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant?? Filed by a Party other than the Registrant?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

As filed with the Securities and Exchange Commission on April 1, 2022 Registration No.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): March 22, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File

Underwriting Agreement, dated as of March 22, 2022, by and among Archaea Energy Inc., Aria Renewable Energy Systems LLC and Barclays Capital Inc. and Jefferies LLC, as representatives of the underwriters named in Schedule I thereto.

Exhibit 1.1 12,993,603 Archaea Energy Inc. Class A Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT March 22, 2022 Barclays Capital Inc. c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Jefferies LLC 520 Madison Avenue New York, New York 10022 As Representatives of the several Underwriters named in Schedule I attached hereto Ladies and Gentlemen: Aria Renewable

LFG / Archaea Energy Inc - Class A / Aria Renewable Energy Systems LLC - ARIA-ARCHAEA ENERGY INC. SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, Californi

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 9 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated October 21, 2021 (the ?Prospec

12,993,603 SHARES ARCHAEA ENERGY INC. CLASS A COMMON STOCK

424B3 1 f424b3032322archaeaenergy.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration Number 333-260094 PROSPECTUS SUPPLEMENT (To Prospectus dated October 21, 2021) 12,993,603 SHARES ARCHAEA ENERGY INC. CLASS A COMMON STOCK The selling stockholder identified in this prospectus supplement (the “Selling Stockholder”) is offering 12,993,603 shares of Class A common stock, par value $0.0001 p

Subject to Completion, dated March 22, 2022

Filed Pursuant to Rule 424(b)(3) Registration Number 333-260094 The information in this preliminary prospectus supplement is not complete and may be changed.

ARCHAEA ENERGY INC. Unaudited Pro Forma Condensed Combined Statement of Operations

Exhibit 99.1 ARCHAEA ENERGY INC. Unaudited Pro Forma Condensed Combined Statement of Operations On September 15, 2021 (the ?Closing Date?), Rice Acquisition Corp (?RAC?) completed the Business Combinations to acquire Legacy Archaea and Aria Energy LLC (?Aria?). Following the closing of the Business Combinations, RAC changed its name from ?Rice Acquisition Corp.? to ?Archaea Energy Inc.,? also refe

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

424B3 1 archaeainc424b37.htm 424B3 PROSPECTUS SUPPLEMENT NO. 7 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus d

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported: March 21, 2022) ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39644 (Commission File Number) 85

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 8 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated October 21, 2021 (the ?Prospec

Description of Securities.

EX-4.4 2 exhibit44descriptionofsecu.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF SECURITIES The following description sets forth certain material terms and provisions of certain of our securities and summarizes relevant provisions of Delaware law relating thereto. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable prov

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39644 Archaea

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission File

Archaea Energy Inc. Reports Fourth Quarter and Full Year 2021 Results and Provides Full Year 2022 Guidance

Exhibit 99.1 Archaea Energy Inc. Reports Fourth Quarter and Full Year 2021 Results and Provides Full Year 2022 Guidance HOUSTON, TX-(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea,? ?the Company,? or ?we?) (NYSE: LFG), an industry-leading renewable natural gas (?RNG?) company, today announced preliminary1 financial and operating results for the fourth quarter and pro forma full year 2021. FINANCIAL

US03940F1030 / Rice Acquisition Corp. Class A / Third Point LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Archaea Energy Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

US03940F1030 / Rice Acquisition Corp. Class A / Hartree Partners, LP - SCHEDULE 13G/A, AMENDMENT #2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 21 Under the Securities Exchange Act of 1934 Archaea Energy Inc.2 (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) 12/31/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned a

RICE / Rice Acquisition Corp. Class??A??Common??Stock / Hartree Partners, LP - SCHEDULE 13G/A, AMENDMENT #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 Rice Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 762594109 (CUSIP Number) 12/31/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

US03940F1030 / Rice Acquisition Corp. Class A / KENSICO CAPITAL MANAGEMENT CORP - SCH 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) * Archaea Energy Inc. (Name of Issuer) Class A Common Stock, $.0001 par value (Title of Class of Secur

US03940F1030 / Rice Acquisition Corp. Class A / BAUPOST GROUP LLC/MA - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Archaea Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940F103 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported: February 10, 2022 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fi

US03940F1030 / Rice Acquisition Corp. Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - ARCHAEA ENERGY INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Archaea Energy Inc. (formerly known as Rice Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check

Separation, Consulting and Release Agreement, dated February 10, 2022.

Exhibit 10.1 SEPARATION, CONSULTING AND RELEASE AGREEMENT This Separation and Release Agreement (this ?Agreement?) is entered into by and between Eric Javidi (?Employee?) and Archaea Energy Inc., a Delaware corporation (the ?Company?). Employee and the Company are each referred to herein as a ?Party? and together as the ?Parties.? WHEREAS, Employee?s employment with the Company and all other Compa

Archaea Announces Leadership Transition

Exhibit 99.1 Archaea Announces Leadership Transition February 10, 2022 HOUSTON-(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea? or ?the Company?) (NYSE: LFG), announced today that effective March 1, 2022, Eric Javidi and Lindsay Ellis will step down from their respective positions as Chief Financial Officer and General Counsel. Mr. Javidi and Ms. Ellis will remain consultants to the Company for the

US03940F1030 / Rice Acquisition Corp. Class A / Aria Renewable Energy Systems LLC - ARIA SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, Californi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

As filed with the Securities and Exchange Commission on December 29, 2021

As filed with the Securities and Exchange Commission on December 29, 2021 Registration No.

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

424B3 1 archaeainc424b36filedforax.htm 424B3 Table of Contents PROSPECTUS SUPPLEMENT NO. 6 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information c

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 5 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated October 21, 2021 (the “Prospec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Regulation FD Disclosure, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition, Other Events

8-K 1 ea153004-8karchaeaenergy.htm CURRENT REPORT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRAN

10-K/A 1 f10k2020a2archaeaenergyinc.htm AMENDMENT NO. 2 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported: December 17, 2021 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fi

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

424B3 1 ea152513-424b3archaeaener.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT NO. 4 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information cont

Archaea Energy Inc. Announces Results of the

Exhibit 99.1 December 17, 2021 Archaea Energy Inc. Announces Results of the Completed Redemption of All Outstanding Public Warrants ? All 12.1 million outstanding redeemable LFG warrants eliminated from capital structure; only the 6.8 million Private Warrants remain outstanding ? Cash proceeds from warrant exercises used to repurchase more than 25% of Ares? LFG equity position ? Net effect of warr

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

US03940F1030 / Rice Acquisition Corp. Class A / Aria Renewable Energy Systems LLC - ARIA SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, Californi

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of t

US03940F1030 / Rice Acquisition Corp. Class A / Aria Renewable Energy Systems LLC - ARIA RENEWABLE ENERGY SYSTEMS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, Californi

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

PROSPECTUS SUPPLEMENT NO. 3 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed solely to update the information contained in the table in the ?Selling Securityholders? section of the p

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 17, 2021, pursuant to the provisions of Rule 12d2-2 (a).

US03940F1030 / Rice Acquisition Corp. Class A / Aria Renewable Energy Systems LLC - ARIA RENEWABLE ENERGY SYSTEMS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, Californi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

Archaea Energy Inc. Reports Third Quarter 2021 Results and Provides Full Year 2021 Combined Guidance

Exhibit 99.1 Archaea Energy Inc. Reports Third Quarter 2021 Results and Provides Full Year 2021 Combined Guidance HOUSTON, TX-(BUSINESS WIRE)- Archaea Energy Inc. (?Archaea? or ?the Company?) (NYSE: LFG), an industry-leading renewable natural gas (?RNG?) company, today announced financial and operating results for the third quarter 2021. THIRD QUARTER AND RECENT HIGHLIGHTS ? Closed the previously

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission F

PROSPECTUS SUPPLEMENT NO. 2 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STO

424B3 1 archaeainc424b3supplement2.htm 424B3 Table of Contents PROSPECTUS SUPPLEMENT NO. 2 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3964

PORTFOLIO COMPANY REMUNERATION AGREEMENT

EX-11 2 ex11.htm EXHIBIT 11 Exhibit 11 PORTFOLIO COMPANY REMUNERATION AGREEMENT This Portfolio Company Agreement (this “Agreement”) is dated as of October 5, 2021 by and among Ares Management LLC (the “Management Company”) and Scott Parkes (the “Agent”). WHEREAS, the Agent, in his capacity as a member, agent, principal, officer or employee of the Management Company, may be directed by the Manageme

RICE / Rice Acquisition Corp. Class??A??Common??Stock / Aria Renewable Energy Systems LLC - ARIA SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, Californi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

424B3 1 ea149939-424b3archaea.htm 424B3 PROSPECTUS SUPPLEMENT NO. 1 Filed pursuant to Rule 424(b)(3) (To prospectus dated October 21, 2021) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospec

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 03940F 111)

Exhibit 99.1 November 4, 2021 NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 03940F 111) Dear Warrant Holder, Archaea Energy Inc. (the ?Company?) hereby gives notice that it is redeeming (the ?Redemption?), at 5:00 p.m., New York City time, on December 6, 2021 (the ?Redemption Date?), (i) all of the Company?s outstanding publicly held warrants (the ?Public Warrants?) to purchase shares of the Com

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2021 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation) (Commission Fi

Share Repurchase Agreement by and between the Issuer and Aria Renewable Energy Systems LLC, dated as of November 3, 2021 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K on November 4, 2021 and incorporated herein by reference).

Exhibit 10.1 SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this ?Agreement?) is made as of November 3, 2021, by and between Archaea Energy Inc., a Delaware corporation (the ?Company?), LFG Acquisition Holdings LLC, a Delaware limited liability company and subsidiary of the Company (?Opco?), and Aria Renewable Energy Systems LLC, a Delaware limited liability company (?Seller?). Seller

Archaea Energy Inc. Announces Redemption of All Outstanding Public Warrants

EX-99.2 4 ea149698ex99-2archaea.htm PRESS RELEASE DATED NOVEMBER 4, 2021 Exhibit 99.2 November 4, 2021 Archaea Energy Inc. Announces Redemption of All Outstanding Public Warrants HOUSTON- Archaea Energy Inc. (“Archaea” or the “Company”) (NYSE: LFG) today announced that the Company will redeem all of its publicly held warrants (the “Public Warrants”) to purchase shares of the Company’s Class A comm

ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

Filed pursuant to Rule 424(b)(3) Registration No. 333-260094 ARCHAEA ENERGY INC. 110,334,394 SHARES OF CLASS A COMMON STOCK 7,021,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus relates to the issuance by us of up to 18,883,492 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which consist of (i) 11,862,492 shares that may be iss

4444 Westheimer Road, Suite G450 Houston, Texas 77027

4444 Westheimer Road, Suite G450 Houston, Texas 77027 October 19, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission on October 18, 2021

As filed with the Securities and Exchange Commission on October 18, 2021 No. 333-260094 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 4932 85-2867266 (State or other jurisdiction of incorporation or organiz

Power of Attorney.

As filed with the Securities and Exchange Commission on October 6, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 4932 85-2867266 (State or other jurisdiction of incorporation or organization) (Primary Standard I

RICE / Rice Acquisition Corp. Class??A??Common??Stock / Merewether Investment Management, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

RICE / Rice Acquisition Corp. Class??A??Common??Stock / Archaea Energy LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F 103 (CUSIP Number) Matthew Pacey, P.C. Lanchi Huynh Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 (713) 836-3600 (Name, Address and Tele

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

Joint Filing Agreement, dated as of September 27, 2021, by and among the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, and none of them is responsible for the complet

RICE / Rice Acquisition Corp. Class??A??Common??Stock / Aria Renewable Energy Systems LLC - ARIA SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 ARCHAEA ENERGY INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03940F103 (CUSIP Number) Naseem Sagati Aghili Ares Management Corporation 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067 (310) 201-416

Management’s Discussion and Analysis of Financial Condition and Results of Operations OF ARIA

Exhibit 99.5 Management?s Discussion and Analysis of Financial Condition and Results of Operations OF ARIA The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in the proxy statement on Schedule 14A filed with the SEC on August 12, 2021 (the ?Proxy Statement?) and in this Form 8-K. Certa

Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021.)

EX-21.1 12 ea147108ex21-1archaea.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 List of Subsidiaries of Archaea Energy Inc. as of September 15, 2021 Name Jurisdiction of Incorporation or Formation AH MEDORA LFG, LLC DE AHJRLLFG, LLC DE AHMLFG, LLC DE ARCHAEA AD, LLC DE ARCHAEA ENERGY II LLC DE ARCHAEA ENERGY OPERATING LLC DE ARCHAEA EPC, LLC DE ARCHAEA HOLDINGS, LLC DE ARCHAEA LUTUM, LLC DE ARCHA

ARIA ENERGY LLC AND SUBSIDIARIES Unaudited Consolidated Financial Statements For the Six Months Ended June 30, 2021 ARIA ENERGY LLC AND SUBSIDIARIES Unaudited Consolidated Balance Sheets (In thousands of dollars)

EX-99.2 14 ea147108ex99-2archaea.htm UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ARIA ENERGY LLC AND ITS SUBSIDIARIES AS OF JUNE 30, 2021 AND FOR THE SIX MONTHS ENDED JUNE 30, 2021 Exhibit 99.2 ARIA ENERGY LLC AND SUBSIDIARIES Unaudited Consolidated Financial Statements For the Six Months Ended June 30, 2021 ARIA ENERGY LLC AND SUBSIDIARIES Unaudited Consolidated Balance Sheets (In thousands of

ARCHAEA ENERGY LLC AND SUBSIDIARIES FINANCIAL STATEMENTS JUNE 30, 2021

EX-99.1 13 ea147108ex99-1archaea.htm UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ARCHAEA ENERGY LLC AND ITS SUBSIDIARIES AS OF JUNE 30, 2021 AND FOR THE SIX MONTHS ENDED JUNE 30, 2021 Exhibit 99.1 ARCHAEA ENERGY LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 ARCHAEA ENERGY LLC AND SUBSIDIARIES TABLE OF CONTENTS FINANCIAL STATEMENTS Page No. Consolidated Balance Sheets - As

Letter from WithumSmith+Brown, PC to the SEC (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

EX-16.1 11 ea147108ex16-1archaea.htm LETTER FROM WITHUMSMITH+BROWN, PC TO THE SEC. Exhibit 16.1 September 21, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Archaea Energy Inc. (formerly known as Rice Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated September 15, 2021. We

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K to which these financial statements are an exhibit (the ?Form 8-K?) . The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial

Bylaws of Archaea Energy Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 3.3 BYLAWS OF ARCHAEA ENERGY INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Sectio

Stockholders’ Agreement, dated as of September 15, 2021, by and among LFG Buyer Co LLC, the stockholders listed on Schedule I thereto, Rice Acquisition Holdings LLC, Rice Acquisition Sponsor LLC and Rice Acquisition Corp. (incorporated by reference to Exhibit 10.13 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 10.13 STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of September 15, 2021, by and among (a) LFG Buyer Co LLC (the ?Buyer?); (b) the stockholders listed on Schedule I hereto under ?Initial Aria Holders? (together with their respective Affiliates and their respective Permitted Transferees hereunder, the ?Aria Holders?); (c) the stockholders listed on Sche

Form of Stock Grant Notice and Stock Award Agreement under the Archaea Energy Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

EX-10.16 9 ea147108ex10-16archaea.htm FORM OF STOCK GRANT NOTICE AND STOCK AWARD AGREEMENT UNDER THE ARCHAEA ENERGY INC. 2021 OMNIBUS INCENTIVE PLAN Exhibit 10.16 ARCHAEA ENERGY INC. 2021 OMNIBUS INCENTIVE PLAN STOCK GRANT NOTICE Pursuant to the terms and conditions of the Archaea Energy Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Archaea Energy Inc. (the “Company”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ARCHAEA

Exhibit 99.4 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ARCHAEA The following discussion and analysis should be read in conjunction with the financial statements and related notes included in the proxy statement on Schedule 14A filed with the SEC on August 12, 2021 (the ?Proxy Statement?) and in this Form 8-K. This discussion contains forward-looking s

Amended and Restated Certificate of Incorporation of Archaea Energy Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP. September 15, 2021 Rice Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Rice Acquisition Corp.? The original certificate of incorporation of the Corporation was filed with the

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Archaea Energy Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 10.15 ARCHAEA ENERGY INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Archaea Energy Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Archaea Energy Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) the number of restricted stock u

Second Amended and Restated Limited Liability Company Agreement of LFG Acquisition Holdings LLC, dated as of September 15, 2021 (incorporated by reference to Exhibit 10.12 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

EX-10.12 5 ea147108ex10-12archaea.htm SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LFG ACQUISITION HOLDINGS LLC, DATED AS OF SEPTEMBER 15, 2021 Exhibit 10.12 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LFG ACQUISITION HOLDINGS LLC DATED AS OF SEPTEMBER 15, 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN LFG ACQUISITION HOLDINGS LLC HAVE NOT BEEN REGISTE

Certificate of Incorporation of Archaea Energy Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP. Under Section 242 of the Delaware Corporation Law Pursuant to Section 242 of the Delaware Corporation Law of the State of Delaware, the undersigned, being an officer of Rice Acquisition Corp., a Delaware corporation (the ?Corporation?) does hereby certify the following: FIRST: The name of the Corpora

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2021 ARCHAEA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-1908962 (State or other jurisdiction of incorporation) (Commission

Archaea Energy Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 10.14 ARCHAEA ENERGY INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Archaea Energy Inc. 2021 Omnibus Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mu

Revolving Credit and Term Loan Agreement, dated as of September 15, 2021, by and among Comerica Bank as Administrative Agent, Joint Lead Arranger and Sole Bookrunner, Citizens Bank, N.A. as Joint Lead Arranger, the co-syndication agents named therein and Archaea Energy Operating LLC and LFG Holdings LLC, as borrowers (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2021).

Exhibit 10.17 EXECUTION VERSION ARCHAEA ENERGY OPERATING LLC REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF SEPTEMBER 15, 2021 COMERICA BANK AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER AND SOLE BOOKRUNNER CITIZENS BANK, N.A. AS JOINT LEAD ARRANGER BANK OF MONTREAL, CHICAGO BRANCH JPMORGAN CHASE BANK, N.A. M&T BANK INCORPORATED CITIBANK, N.A. AS CO-SYNDICATION AGENTS TABLE OF CONTENTS Page 1

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 27, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 RICE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation or

Rice Acquisition Corp. Announces Stockholder Approval of Business Combination with Aria Energy and Archaea Energy Closing Expected September 15, 2021

Exhibit 99.1 Rice Acquisition Corp. Announces Stockholder Approval of Business Combination with Aria Energy and Archaea Energy Closing Expected September 15, 2021 Carnegie, PA, September 9, 2021 ? Rice Acquisition Corp. (NYSE: RICE) (?RAC?), a special purpose acquisition company focused on the energy transition sector, today announced that its stockholders approved all proposals related to the pro

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 RICE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation or

RICE.U / Rice Acquisition Corp. Units, each consisting of one share of our Class A common stock and one-half / Merewether Investment Management, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea146777-defa14ariceacq.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Amendment No. 1 to the Business Combination Agreement, dated as of May 12, 2021, to the Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Fezzik Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Archaea Energy LLC, Archaea Energy II LLC and solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp. (incorporated by reference to Exhibit 2.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2021).

Exhibit 2.6 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of May 12, 2021 (this ?Amendment?), to the BUSINESS COMBINATION AGREEMENT (the ?Agreement?), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the ?Buyer?), (b) Fezzik Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermediate Co, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39644 Rice Acqui

Amendment No. 3 to the Business Combination Agreement, dated as of August 3, 2021, to the Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC, Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (as defined therein), and solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp. (incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2021).

Exhibit 2.5 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT, dated as of August 3, 2021 (this ?Amendment?), to the BUSINESS COMBINATION AGREEMENT (as amended, the ?Agreement?), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the ?Buyer?), (b) Inigo Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Interme

Amendment No. 1 to Business Combination Agreement, dated as of May 12, 2021, to the Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC, Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (as defined therein), and solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp. (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2021).

Exhibit 2.3 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of May 12, 2021 (this ?Amendment?), to the BUSINESS COMBINATION AGREEMENT (the ?Agreement?), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the ?Buyer?), (b) Inigo Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermediate Co, LLC,

Amendment No. 2 to the Business Combination Agreement, dated as of June 11, 2021, to the Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC, Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (as defined therein), and solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp. (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2021).

Exhibit 2.4 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, dated as of June 11, 2021 (this ?Amendment?), to the BUSINESS COMBINATION AGREEMENT (as amended, the ?Agreement?), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the ?Buyer?), (b) Inigo Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106

CORRESP 1 filename1.htm Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 VIA EDGAR August 11, 2021 Attention: Wei Lu Shannon Buskirk Kevin Dougherty Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: Rice Acquisition Corp. Amendment No

Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106

Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 VIA EDGAR August 10, 2021 Attention: Wei Lu Shannon Buskirk Kevin Dougherty Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: Rice Acquisition Corp. Amendment No. 2 to Preliminary Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106

CORRESP 1 filename1.htm Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 VIA EDGAR July 29, 2021 Attention: Wei Lu Shannon Buskirk Kevin Dougherty Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: Rice Acquisition Corp. Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106

CORRESP 1 filename1.htm Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 VIA EDGAR July 2, 2021 Attention: Wei Lu Shannon Buskirk Kevin Dougherty Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: Rice Acquisition Corp. Preliminary Pro

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 ea141854-8kriceacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 RICE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39644 Rice Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea141063-nt10qriceacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39644 SEC FILE NUMBER 762594109 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a party other than the Registrant ? Check the appropriate box: S Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

8-K 1 ea140801-8kriceacq.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 RICE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. (Exact n

Subsidiary of Rice Acquisition Corp. (4)

EX-21.1 2 f10k2020a1ex21-1riceaca.htm SUBSIDIARY OF RICE ACQUISITION CORP Exhibit 21.1 Subsidiary of Rice Acquisition Corp. Rice Acquisition Holdings LLC, a Delaware limited liability company

- SOLICITING MATERIAL PURSUANT TO 240.14A-12

DEFA14A 1 ea139902-defa14arichacq.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

Investor presentation, dated April 2021

Exhibit 99.2 INVEST O R PR E SEN T A TION APRIL 2021 A R C H A E A ENERGY Renewable Energy. Redefined. 1 Disclaimer This investor presentation (the ?Investor Presentation?) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Rice Acquisition Corp . (the ?SP

Archaea Energy Investor Call April 7, 2021

Exhibit 99.3 Archaea Energy Investor Call Transcript April 7, 2021 Speakers: ? Daniel Rice: CEO, Rice Acquisition Corp. ? Kyle Derham: President & CFO, Rice Acquisition Corp. ? Nick Stork: CEO, Archaea Energy ? Rich Walton, President, Archaea Energy ? Brian McCarthy: CFO and CCO, Archaea Energy Archaea Energy Investor Presentation Wednesday, 7th April 2021 Danny Rice CEO, Rice Acquisition Corp Goo

Transcript of April 7, 2021 management presentation relating to the Business Combinations

EX-99.3 8 ea139171ex99-3riceacq.htm TRANSCRIPT OF APRIL 7, 2021 MANAGEMENT PRESENTATION RELATING TO THE BUSINESS COMBINATIONS Exhibit 99.3 Archaea Energy Investor Call Transcript April 7, 2021 Speakers: ● Daniel Rice: CEO, Rice Acquisition Corp. ● Kyle Derham: President & CFO, Rice Acquisition Corp. ● Nick Stork: CEO, Archaea Energy ● Rich Walton, President, Archaea Energy ● Brian McCarthy: CFO an

Form of Subscription Agreement

EX-10.1 4 ea139171ex10-1riceacq.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.1 Confidential FORM OF SUBSCRIPTION AGREEMENT Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisitio

Aria Merger Agreement

Exhibit 2.1 Execution Version Business Combination AGREEMENT by and among RICE ACQUISITION HOLDINGS LLC LFG Intermediate Co, LLC LFG Buyer Co, LLC ARIA ENERGY LLC, ARIA RENEWABLE ENERGY SYSTEMS LLC, Inigo Merger Sub, LLC AND solely for purposes of SECTion 2.2, Article IV, Article V, Article VI and Article XI RICE ACQUISITION CORP. Dated as of APRIL 7, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN

Press release, dated April 7, 2021

Exhibit 99.1 Rice Acquisition Corp. to Combine Aria Energy and Archaea Energy into the Industry-Leading Renewable Natural Gas Platform ? Combined company is a proven and profitable business today with estimated 2021 EBITDA of $65 million, which is expected to grow to $327 million in 2024. ? Expect to contract 60-70% of renewable natural gas volumes under 10-20 year, fixed-price arrangements with i

Rice Acquisition Corp. to Combine Aria Energy and Archaea Energy into the Industry-Leading Renewable Natural Gas Platform

Exhibit 99.1 Rice Acquisition Corp. to Combine Aria Energy and Archaea Energy into the Industry-Leading Renewable Natural Gas Platform ? Combined company is a proven and profitable business today with estimated 2021 EBITDA of $65 million, which is expected to grow to $327 million in 2024. ? Expect to contract 60-70% of renewable natural gas volumes under 10-20 year, fixed-price arrangements with i

FPA Amendment (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39644) filed with the SEC on April 7, 2021).

Exhibit 10.2 AMENDMENT TO FORWARD PURCHASE AGREEMENT This AMENDMENT TO FORWARD PURCHASE AGREEMENT (this ?Amendment?), dated as of April 7, 2021, is entered into by and between Rice Acquisition Corp., a Delaware corporation (the ?Company?), Rice Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Rice Acquisition Holdings LLC, a Delaware limited liability company (?OpCo?)

Archaea Merger Agreement

EX-2.2 3 ea139171ex2-2riceacq.htm ARCHAEA MERGER AGREEMENT Exhibit 2.2 Execution Version Business Combination AGREEMENT by and among RICE ACQUISITION HOLDINGS LLC LFG INTERMEDIATE CO, LLC LFG Buyer co, llc ARCHAEA ENERGY LLC, ARCHAEA ENERGY II LLC, FEZZIK MERGER SUB, LLC AND solely for purposes of section 2.2, Article IV, Article V, Article VI and Article XI RICE ACQUISITION CORP. Dated as of Apri

FPA Amendment

Exhibit 10.2 AMENDMENT TO FORWARD PURCHASE AGREEMENT This AMENDMENT TO FORWARD PURCHASE AGREEMENT (this ?Amendment?), dated as of April 7, 2021, is entered into by and between Rice Acquisition Corp., a Delaware corporation (the ?Company?), Rice Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Rice Acquisition Holdings LLC, a Delaware limited liability company (?OpCo?)

Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC, Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (as defined therein), and solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2021).

Exhibit 2.1 Execution Version Business Combination AGREEMENT by and among RICE ACQUISITION HOLDINGS LLC LFG Intermediate Co, LLC LFG Buyer Co, LLC ARIA ENERGY LLC, ARIA RENEWABLE ENERGY SYSTEMS LLC, Inigo Merger Sub, LLC AND solely for purposes of SECTion 2.2, Article IV, Article V, Article VI and Article XI RICE ACQUISITION CORP. Dated as of APRIL 7, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39644) filed with the SEC on April 7, 2021).

Exhibit 10.1 Confidential FORM OF SUBSCRIPTION AGREEMENT Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp., a Delaware corporation (?RAC?), and the undersigned subscr

Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Fezzik Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Archaea Energy LLC, Archaea Energy II LLC and solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2021).

Exhibit 2.2 Execution Version Business Combination AGREEMENT by and among RICE ACQUISITION HOLDINGS LLC LFG INTERMEDIATE CO, LLC LFG Buyer co, llc ARCHAEA ENERGY LLC, ARCHAEA ENERGY II LLC, FEZZIK MERGER SUB, LLC AND solely for purposes of section 2.2, Article IV, Article V, Article VI and Article XI RICE ACQUISITION CORP. Dated as of April 7, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITI

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 RICE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or other jurisdiction of incorporation or orga

INVEST O R PR E SEN T A TION APRIL 2021 A R C H A E A ENERGY Renewable Energy. Redefined. 1 Disclaimer This investor presentation (the “Investor Presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitatio

Exhibit 99.2 INVEST O R PR E SEN T A TION APRIL 2021 A R C H A E A ENERGY Renewable Energy. Redefined. 1 Disclaimer This investor presentation (the ?Investor Presentation?) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Rice Acquisition Corp . (the ?SP

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ea139171-8kriceacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 RICE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39644 85-2867266 (State or

Description of Registrant’s Securities. (3)

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Rice Acquisition Corp. (?we,??us,??our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated mem

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. (Exact name of registrant as

Joint Filing Agreement

EX-99.B 3 ex-99b.htm Exhibit B Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001, of Rice Acquisition Corp., a Delaware cor

Group Members

Exhibit A Group Members HITE Hedge Asset Management LLC James M. Jampel HITE Hedge LP HITE MLP LP HITE Hedge QP LP HITE Energy LP HITE Hedge Offshore Ltd. HITE Carbon Offset Ltd. HITE Carbon Offset LP

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )*

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Rice Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 02215L100 (CUSIP Number) December 31, 2020 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) * Rice Acquisition Corp. (Name of Issuer) Class A Common Stock, $.0001 par value (Title of Class of Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rice Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 762594109 (CUSIP Number) 10/23/2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2020 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39644 85-2867266 (State or other jurisdiction (Commission File Number) (I.

Rice Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 14, 2020

EX-99.1 2 ea131491ex99-1riceacq.htm PRESS RELEASE DATED DECEMBER 14, 2020. Exhibit 99.1 Rice Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 14, 2020 CARNEGIE, Pennsylvania, December 14, 2020 — Rice Acquisition Corp. (NYSE: RICE U) (the “Company”) announced that, commencing December 14, 2020, holders of the units sold in the Company’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Rice Acquisition Corp. (Exact name of r

Rice Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rice Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 762594208** (CUSIP Number) October 26, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2020 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39644 83-2867266 (State or other jurisdiction (Commission File Number) (I.R

RICE ACQUISITION CORP.

EX-99.1 2 ea129182ex99-1riceacqui.htm AUDITED BALANCE SHEET, AS OF OCTOBER 26, 2020 Exhibit 99.1 RICE ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheet as of October 26, 2020 F-3 Notes to Consolidated Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Rice Acqui

Private Placement Warrants and Warrants Rights Purchase Agreement, dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of October 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39644) filed with the SEC on October 27, 2020).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP. October 21, 2020 Rice Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Rice Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2020 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39644 83-2867266 (State or other jurisdiction (Commission File Number) (I.R

Amended and Restated Limited Liability Company Agreement of Opco, dated October 21, 2020, by and among Opco and the members thereto.

Exhibit 10.7 Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE ACQUISITION HOLDINGS LLC DATED AS OF OCTOBER 21, 2020 THE LIMITED LIABILITY COMPANY INTERESTS IN RICE ACQUISITION HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING

Registration Rights Agreement, dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice Acquisition Sponsor LLC, Atlas Point Energy Infrastructure Fund, LLC, and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2020, is made and entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Energy Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability

Investment Management Trust Agreement, dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 21, 2020, by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco” and together with the Company, the “SPAC Parties”), and Continental Stock

Letter Agreement, dated as of October 21, 2020, among Rice Acquisition Corp., Rice Acquisition Sponsor LLC, Atlas Point Energy Infrastructure Fund, LLC and the Insiders (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 10.1 October 21, 2020 Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), an

Administrative Services Agreement, dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and Rice Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 10.4 RICE ACQUISITION CORP. RICE ACQUISITION HOLDINGS LLC 102 East Main Street, Second Story Carnegie, PA 15106 October 21, 2020 Rice Acquisition Sponsor LLC 102 East Main Street, Second Story Carnegie, PA 15106 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Rice Acquisition Corp. (the “Company”), Rice Acquisition Holdings LLC (“Opco”) and Rice Acquis

Underwriting Agreement, dated as of October 21, 2020, by and between the Company and Barclays Capital Inc. as representative of the several underwriters named therein.

Exhibit 1.1 EXECUTION VERSION 21,500,000 Units RICE ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT October 21, 2020 Barclays Capital Inc. As the Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Rice Acquisition Corp., a Delaware corporation (the “Company”), propose

Private Placement Warrants and Warrants Rights Purchase Agreement, dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and Rice Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of October 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (

Warrant Agreement, dated October 21, 2020, by and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

Exhibit 4.1 Execution Version WARRANT AGREEMENT by and among RICE ACQUISITION CORP., RICE ACQUISITION HOLDINGS, LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 21, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2020, is by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liabi

$215,000,000 Rice Acquisition Corp. 21,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249340 $215,000,000 Rice Acquisition Corp. 21,500,000 Units Rice Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout t

- S-1MEF

As filed with the U.S. Securities and Exchange Commission on October 21, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-2867266 (State or other jurisdiction of incorporation or organizatio

Form 8-A

8-A12B 1 ea128664-8a12briceacquisit.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 83-2867266 (State or other jurisdi

Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, PA 15106 (713) 446-6259

CORRESP 1 filename1.htm Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, PA 15106 (713) 446-6259 October 19, 2020 VIA EDGAR Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Jonathan Burr Office of Real Estate & Construction Re: Rice Acquisition Corp. For

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Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 October 19, 2020 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jonathan Burr Re: Rice Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-249340) Dear Mr. Burr: In accordance

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP. October [-], 2020 Rice Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Rice Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the

Form of Amended and Restated Limited Liability Company Agreement of Opco.**

Exhibit 10.10 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE ACQUISITION HOLDINGS LLC DATED AS OF [ ], 2020 THE LIMITED LIABILITY COMPANY INTERESTS IN RICE ACQUISITION HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON

RICE ACQUISITION CORP. 102 EAST MAIN STREET, SECOND STORY CARNEGIE, PENNSYLVANIA 15106

CORRESP 1 filename1.htm RICE ACQUISITION CORP. 102 EAST MAIN STREET, SECOND STORY CARNEGIE, PENNSYLVANIA 15106 October 15, 2020 Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Rice Acquisition Corp. Draft Registration Statement on Form S-1 Submitt

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on October 15, 2020 Registration No. 333-249340 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-2867266 (State or other jurisdiction of inc

Form of Administrative Services Agreement between the Registrant, Opco and sponsor.**

Exhibit 10.9 RICE ACQUISITION CORP. RICE ACQUISITION HOLDINGS LLC 102 East Main Street, Second Story Carnegie, PA 15106 October [-], 2020 Rice Acquisition Sponsor LLC 102 East Main Street, Second Story Carnegie, PA 15106 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Rice Acquisition Corp. (the “Company”), Rice Acquisition Holdings LLC (“Opco”) and Rice Acqui

Form of Private Placement Warrants and Warrant Rights Purchase Agreement between the Registrant, Opco and sponsor.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of [-], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco”

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant and Opco.**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2020, by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco” and together with the Company, the “SPAC Parties”), and Continental Stock Transfer & Trust Company,

Form of Underwriting Agreement.**

Exhibit 1.1 20,000,000 Units RICE ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT , 2020 Barclays Capital Inc. As the Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Rice Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 20,000,000 units (

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant and Opco.**

Exhibit 4.4 WARRANT AGREEMENT by and among RICE ACQUISITION CORP., RICE ACQUISITION HOLDINGS, LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [-], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [-], 2020, is by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco” and, togeth

Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on October 15, 2020).

Exhibit 10.8 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between RICE ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate prote

Form of Private Placement Warrants and Warrant Rights Purchase Agreement between the Registrant, Opco and Atlas Point Energy Infrastructure Fund, LLC.**

Exhibit 10.7 PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of [-], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco”

Specimen Unit Certificate.**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] RICE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Ri

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 15, 2020).

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] RICE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF RICE ACQUISITION CORP. (THE “CORPORATION”) transferable on the books of the Corporation in

Form of Letter Agreement among Opco, the Registrant and its officers and directors and sponsor and Atlas Point Energy Infrastructure Fund, LLC.**

Exhibit 10.2 [-], 2020 Rice Acquisition Corp. 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), and Barcl

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 15, 2020).

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW RICE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered ho

Form of Registration Rights Agreement among the Registrant, sponsor and the other parties thereto.**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2020, is made and entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Energy Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point”),

Consent of Kathryn Jackson.*

Exhibit 99.1 Consent of Director Nominee Rice Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Rice Acquisition Corp., the undersigned hereby consents to being named and described as a director nominee in the Registration

Consent of James Torgerson.*

Exhibit 99.3 Consent of Director Nominee Rice Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Rice Acquisition Corp., the undersigned hereby consents to being named and described as a director nominee in the Registration

Promissory Note, dated September 1, 2020, issued to sponsor by Opco. (2)

EX-10.1 5 fs12020ex10-1riceacq.htm PROMISSORY NOTE, DATED SEPTEMBER 1, 2020, ISSUED TO SPONSOR BY OPCO Exhibit 10.1 Execution Version PROMISSORY NOTE Not to Exceed $300,000 September 1, 2020 FOR VALUE RECEIVED, the undersigned Rice Acquisition Holdings LLC, a Delaware limited liability company (“Maker” or the “Company”), hereby unconditionally promises to pay to the order of Rice Acquisition Spons

Power of Attorney (included on signature page of this Registration Statement).*

As filed with the U.S. Securities and Exchange Commission on October 6, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-2867266 (State or other jurisdiction of incorporation or organization

Consent of Joseph Malchow.*

Exhibit 99.2 Consent of Director Nominee Rice Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Rice Acquisition Corp., the undersigned hereby consents to being named and described as a director nominee in the Registration

Forward Purchase Agreement, dated September 30, 2020, between the Registrant and Atlas Point Energy Infrastructure Fund, LLC. (2)

Exhibit 10.11 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of September 30, 2020, among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco”), and Atlas Point

Amended and Restated Securities Subscription Agreement, dated as of September 10, 2020 and effective as of September 1, 2020, between Rice Acquisition Corp. and Rice Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 6, 2020).

Exhibit 10.5 Execution Version AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT This Amended and Restated Securities Subscription Agreement (this “Agreement”), dated as of September 10, 2020 and effective as of September 1, 2020, is made and entered into by and between Rice Acquisition Corp., a Delaware corporation (the “Company”), and Rice Acquisition Sponsor LLC, a Delaware limited liabili

Consent of J. Kyle Derham.*

Exhibit 99.4 Consent of Director Nominee Rice Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Rice Acquisition Corp., the undersigned hereby consents to being named and described as a director nominee in the Registration

Certificate of Incorporation of the Registrant.*

Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corpor

Bylaws (incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on October 6, 2020).

Exhibit 3.3 Final Version BYLAWS OF RICE ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent

BYLAWS OF RICE ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES

EX-3.3 3 filename3.htm Exhibit 3.3 Final Version BYLAWS OF RICE ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corpora

AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT

Exhibit 10.5 Execution Version AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT This Amended and Restated Securities Subscription Agreement (this “Agreement”), dated as of September 10, 2020 and effective as of September 1, 2020, is made and entered into by and between Rice Acquisition Corp., a Delaware corporation (the “Company”), and Rice Acquisition Sponsor LLC, a Delaware limited liabili

CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP.

EX-3.1 2 filename2.htm Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF RICE ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certif