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 rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13G
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1
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Names of Reporting Persons
|
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Hartree Partners, LP
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|
2
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Check the appropriate box if a
member of a Group (see instructions)
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(a) [ ]
(b) [X]
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3
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Sec Use Only
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| |
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4
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Citizenship or Place of
Organization
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Delaware, United States of America
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Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5
|
Sole Voting
Power
|
|
750,000
|
|
6
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Shared Voting
Power
|
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0
|
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7
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Sole
Dispositive Power
|
|
750,000
|
|
8
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Shared
Dispositive Power
|
|
0
|
|
9
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Aggregate Amount Beneficially Owned
by Each Reporting Person
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750,000
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10
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Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
|
|
[ ]
|
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11
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Percent of class represented by
amount in row (9)
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1.4%
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|
12
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Type of Reporting Person (See
Instructions)
|
|
PN, Partnership
|
Item 1.
(a) Name
of Issuer:
Rice
Acquisition Corp.
(b) Address
of Issuer’s Principal Executive Offices:
102 East Main Street, Second Story
Carnegie, PA 15106
Item 2.
(a) Name
of Person Filing:
Hartree Partners, LP
(b) Address
of Principal Business Office or, if None, Residence:
1185 Avenue of the Americas
New York, NY 10036
Citizenship:
United States of America
(c) Title
and Class of Securities:
Class A common
stock, par value $0.0001 per share
(d) CUSIP
No.:762594109
Item 3. If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
|
(a) |
[_] |
Broker or dealer
registered under Section 15 of the Act; |
|
(b) |
[_] |
Bank as defined in
Section 3(a)(6) of the Act; |
|
(c) |
[_] |
Insurance company as
defined in Section 3(a)(19) of the Act; |
|
(d) |
[_] |
Investment company
registered under Section 8 of the Investment Company Act of
1940; |
|
(e) |
[_] |
An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) |
[_] |
An employee benefit
plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
|
(g) |
[_] |
A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
|
(h) |
[_] |
A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
|
(i) |
[_] |
A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940; |
|
(j) |
[_] |
A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) |
[_] |
Group, in accordance
with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: ____ |
Item 4. Ownership
(a) Amount
Beneficially Owned:
750,000
(b) Percent
of Class:
1.4%
based upon a total number of shares of Class A common stock, par
value $0.0001 per share, outstanding on January 27, 2021, of
53,590,976, as reported by Rice Acquisition Corp. in its Quarterly
Report on Form 10-Q, dated December 29, 2021.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
750,000
(ii) Shared
power to vote or to direct the vote:
0
(iii) Sole
power to dispose or to direct the disposition of:
750,000
(iv) Shared
power to dispose or to direct the disposition of:
0
Item 5. Ownership
of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [X].
Item 6. Ownership
of more than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification
and classification of the subsidiary which acquired the security
being reported on by the parent holding company or control
person.
N/A
Item 8. Identification
and classification of members of the group.
N/A
Item 9. Notice
of Dissolution of Group.
N/A
Item 10. Certifications.
By
signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
N/A
