LFG Archaea Energy Inc

Item 8.01 Other Events.

On March 22, 2022, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Aria Renewable Energy Systems LLC (the “Selling Stockholder”) and Barclays Capital Inc. and Jefferies LLC, as representatives of the underwriters named in Schedule I thereto (the “Underwriters”), relating to the offer and sale (the “Offering”) of 12,993,603 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), by the Selling Stockholder at a price to the public of $17.75 per share. Pursuant to the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 1,949,040 shares of Class A Common Stock (the “Option”). The Underwriters exercised the Option in full on March 23, 2022, and the Option closed concurrently with the Offering on March 25, 2022.

The Company did not sell any securities in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Stockholder.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. It also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about the Company or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Underwriting Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties is subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of the Company or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.