| 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 “Prospectus”), with the information contained in our Current
Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on March 28, 2022 (the “8-K”). Accordingly,
we have attached the 8-K to this prospectus supplement.
The Prospectus and this prospectus supplement relate 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 issued upon the
exercise of the 11,862,492 warrants (the “Public Warrants”)
originally sold as part of the units issued in the initial public
offering (the “IPO”) of Rice Acquisition Corp. (“RAC”), (ii)
6,771,000 shares of Class A Common Stock that may be issued upon
the exercise of the 6,771,000 warrants originally issued to Rice
Acquisition Sponsor LLC (the “Sponsor”) and Atlas Point Energy
Infrastructure Fund, LLC (“Atlas”) in a private placement that
closed simultaneously with the consummation of the IPO (the
“Private Placement Warrants”) and (iii) 250,000 shares of Class A
Common Stock that may be issued upon the exercise of the 250,000
warrants issued to Atlas in a private placement that closed
simultaneously with the consummation of the Business Combinations
(as defined in the Prospectus) (the “Forward Purchase Warrants”
and, together with the Public Warrants and the Private Placement
Warrants, the “Warrants”). Each Warrant is exercisable to purchase
for $11.50 one share of Class A Common Stock, subject to
adjustment.
In addition, the Prospectus and this prospectus supplement relate
to the resale from time to time of 6,771,000 Private Placement
Warrants, 250,000 Forward Purchase Warrants and 110,334,394 shares
of Class A Common Stock by the selling security holders named in
the Prospectus or their permitted transferees (each a “Selling
Securityholder” and, collectively, the “Selling Securityholders”).
The 110,334,394 shares of Class A Common Stock consist of (i)
29,166,667 shares of Class A Common Stock issued in a private
placement that closed concurrently with the consummation of the
Business Combinations, (ii) 2,500 shares of Class A Common Stock
issued to the Sponsor in a private placement prior to the
consummation of the IPO, (iii) 18,883,492 shares of Class A Common
Stock issuable upon exercise of the Warrants, (iv) 5,931,350 shares
of Class A Common Stock issuable upon redemption of the 5,931,350
Class A units of LFG Acquisition Holdings LLC (f/k/a Rice
Acquisition Holdings LLC) (“Opco”) held by the initial stockholders
of RAC, all of which were issued prior to the consummation of the
IPO, (v) 23,000,000 shares of Class A Common Stock issuable upon
redemption of the 23,000,000 Opco Class A units issued as partial
consideration upon consummation of the Aria Merger (as defined in
the Prospectus) and (vi) 33,350,385 shares of Class A Common Stock
issuable upon redemption of the 33,350,385 Opco Class A units
issued as consideration upon consummation of the Archaea Merger (as
defined in the Prospectus).
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any other amendments or supplements thereto. This
prospectus supplement should be read in conjunction with the
Prospectus, and if there is any inconsistency between the
information in the Prospectus and this prospectus supplement, you
should rely on the information in this prospectus supplement. The
information in this prospectus supplement modifies and supersedes,
in part, the information in the Prospectus. Any information in the
Prospectus that is modified or superseded shall not be deemed to
constitute a part of the Prospectus except as modified or
superseded by this prospectus supplement.
You should not assume that the information provided in this
prospectus supplement or the Prospectus is accurate as of any date
other than their respective dates. Neither the delivery of this
prospectus supplement and Prospectus, nor any sale made hereunder,
shall under any circumstances create any implication that there has
been no change in our affairs since the date of this prospectus
supplement, or that the information contained in this prospectus
supplement or the Prospectus is correct as of any time after the
date of that information.
The Class A Common Stock is listed on the New York Stock Exchange
(“NYSE”) under the symbol “LFG.” On March 25, 2022, the last sale
price of the Class A Common Stock as reported on the NYSE was
$21.00 per share.
_______________________
Investing in our securities involves certain risks, including
those that are described in the “Risk Factors” section beginning on
page 7 of the Prospectus dated October 21, 2021, as updated and
supplemented by the section entitled “Risk Factors” included in our
Annual Report on Form 10-K for the year ended December 31, 2021
(which was attached to Prospectus Supplement No. 7, dated March 18,
2022).
Neither the SEC nor any state securities commission has approved or
disapproved of the securities to be issued under the Prospectus or
determined if the Prospectus or this prospectus supplement is
truthful or complete. Any representation to the contrary is a
criminal offense.
_______________________
The date of this prospectus supplement is March 28,
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): 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 Number) |
|
(I.R.S.
Employer
Identification No.) |
|
4444 Westheimer Road, Suite G450
Houston, Texas |
|
77027 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(346) 708-8272
(Registrant’s telephone number,
including area code)
Not applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Class
A common stock, par value $0.0001 per share |
|
LFG |
|
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 25, 2022, upon completion of the Offering (as defined and
described below in Item 8.01) and pursuant to the Stockholders’
Agreement, dated September 15, 2021 (the “Stockholders Agreement”),
by and among Archaea Energy Inc. (the “Company”), the Company’s
stockholders listed on Schedule I thereto, and certain other
parties listed therein, Scott Parkes was automatically removed as a
member of the Company’s board of directors (the “Board”).
As previously disclosed, pursuant to the terms of the Stockholders
Agreement, among other things, the Ares Investor (as defined in the
Stockholders Agreement) has the right to designate one director for
appointment or election to the Board (the “Ares Director”) for so
long as the Ares Investor holds at least 50% of the Registrable
Securities (as defined in the Stockholders Agreement) held by it on
September 15, 2021, and on the first date after September 15, 2021
that the Ares Investor fails to hold such amount, the Ares
Investor’s director designation right shall cease and the term of
the then-current Ares Director shall thereupon automatically end.
Mr. Parkes served as a member of the Board as the Ares Director,
and as a result of the Offering, the Ares Investor ceased to hold
any Registrable Securities.
The Board expects to re-appoint Mr. Parkes as a Class I director in
the second quarter of 2022.
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.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2022
| |
ARCHAEA ENERGY
INC. |
| |
|
|
| |
By: |
/s/ Brian McCarthy |
| |
Name: |
Brian McCarthy |
| |
Title: |
Interim Chief Financial Officer
and Chief Investment Officer |
3
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