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 prospectus dated October 21, 2021 (the “Prospectus”)
to reflect certain transfers described herein.
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 Class A Common Stock is listed on the New York Stock Exchange
(“NYSE”) under the symbol “LFG.” On May 12, 2022, the last sale
price of the Class A Common Stock as reported on the NYSE was
$18.30 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, 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) and the
section entitled “Risk Factors” included in the 10-Q (which is
attached to Prospectus Supplement No. 11).
Neither the Securities and Exchange Commission 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 13,
2022.
SELLING SECURITYHOLDERS
The following information is
provided as of May 11, 2022 to update the “Selling
Securityholders” section of the Prospectus to reflect the pro rata
distribution by the Sponsor to its members on such date of an
aggregate of (i) 6,093,900 Private Placement Warrants, (ii)
5,532,287 shares of Class B common stock, par value $0.0001 per
share (the “Class B Common Stock”), and (iii) 2,500 shares of Class
A Common Stock (the
“Distribution”), as reflected in the Selling Securityholder table
set forth below. Following the Distribution, the Sponsor no longer
owns any shares of Class A Common Stock, Class B Common Stock or
Private Placement Warrants.
Where the name of a Selling
Securityholder identified in the table below also appears in the
table in the Prospectus, the information set forth in the table
below regarding that Selling Securityholder supersedes and replaces
the information regarding such Selling Securityholder in the
Prospectus. Information regarding the Selling
Securityholders listed in the table below, including the number of
shares of Class A Common Stock, Class B Common Stock and Private
Placement Warrants beneficially owned by them, is based on
information provided by such Selling Securityholders as of the date
of this prospectus supplement.
Information about the Selling Securityholders, including those
listed below, may change over time. Since the effectiveness of the
Registration Statement on Form S-1 of which the Prospectus is a
part, a number of Selling Securityholders have exercised their
warrants and/or sold or otherwise transferred their securities
registered thereunder. This prospectus supplement does not provide
any updates with respect to any such exercises, sales or transfers,
except for those expressly referred to in the immediately preceding
paragraph.
|
|
Before the Offering |
|
|
Number of Securities
Being Offered
|
|
|
After the Offering |
|
Name of Selling Securityholder |
|
Number of Shares of Class A Common Stock |
|
|
Number of Warrants |
|
|
Number of Shares of Class A Common Stock Being Offered |
|
|
Number of Warrants Being Offered |
|
|
Number of Shares of Class A Common Stock |
|
|
Percentage of Outstanding Shares of Class A Common Stock |
|
|
Number of Warrants |
|
Brian
McCarthy(1)(2) |
|
|
148,253 |
|
|
|
316,299 |
|
|
|
148,253 |
|
|
|
316,299 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Charles H.
Burrus(1)(3) |
|
|
9,268 |
|
|
|
21,467 |
|
|
|
9,268 |
|
|
|
21,467 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Daniel J. Rice
III(1)(4) |
|
|
1,170,866 |
|
|
|
251,905 |
|
|
|
1,170,866 |
|
|
|
251,905 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Daniel J. Rice
IV(1)(5) |
|
|
7,031 |
|
|
|
- |
|
|
|
5,154 |
|
|
|
- |
|
|
|
1,877 |
|
|
|
* |
|
|
|
- |
|
Daniel J. Rice IV 2018 Irrevocable
Trust(1)(6)(7)(8) |
|
|
1,540,898 |
|
|
|
1,282,972 |
|
|
|
1,540,898 |
|
|
|
1,282,972 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Derek A. Rice 2018 Irrevocable
Trust(1)(7)(9) |
|
|
1,153,955 |
|
|
|
637,792 |
|
|
|
1,153,955 |
|
|
|
637,792 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Elliana Rogers
Trust(1)(10) |
|
|
13,550 |
|
|
|
- |
|
|
|
13,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gavin Rogers
Trust(1)(10) |
|
|
13,550 |
|
|
|
- |
|
|
|
13,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
J. Kyle
Derham(1)(11) |
|
|
1,067,565 |
|
|
|
1,490,899 |
|
|
|
1,065,688 |
|
|
|
1,490,899 |
|
|
|
1,877 |
|
|
|
* |
|
|
|
- |
|
Jack Rogers
Trust(1)(10) |
|
|
13,550 |
|
|
|
- |
|
|
|
13,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
James Torgerson(1)(12) |
|
|
138,551 |
|
|
|
83,968 |
|
|
|
136,674 |
|
|
|
83,968 |
|
|
|
1,877 |
|
|
|
* |
|
|
|
- |
|
James Wilmot
Rogers(1)(13) |
|
|
161,317 |
|
|
|
234,399 |
|
|
|
161,317 |
|
|
|
234,398 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Joseph Malchow(1)(12) |
|
|
138,551 |
|
|
|
83,968 |
|
|
|
136,674 |
|
|
|
83,968 |
|
|
|
1,877 |
|
|
|
* |
|
|
|
- |
|
Kathryn Jackson(1)(12) |
|
|
138,551 |
|
|
|
83,968 |
|
|
|
136,674 |
|
|
|
83,968 |
|
|
|
1,877 |
|
|
|
* |
|
|
|
- |
|
Liam Rogers
Trust(1)(10) |
|
|
13,550 |
|
|
|
- |
|
|
|
13,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Quincy Rogers
Trust(1)(10) |
|
|
13,550 |
|
|
|
- |
|
|
|
13,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Richard Walton(1)(14) |
|
|
261,114 |
|
|
|
421,259 |
|
|
|
261,114 |
|
|
|
421,259 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Ryan N. Rice 2018 Irrevocable
Trust(1)(7)(15) |
|
|
205,433 |
|
|
|
125,953 |
|
|
|
205,433 |
|
|
|
125,953 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Stork Partners
LLC(1)(16) |
|
|
1,107,396 |
|
|
|
421,259 |
|
|
|
1,107,396 |
|
|
|
421,259 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Toby Z. Rice 2018 Irrevocable
Trust(1)(7)(17) |
|
|
1,153,955 |
|
|
|
637,792 |
|
|
|
1,153,955 |
|
|
|
637,792 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
(1) |
Pursuant to the limited liability company agreement of Opco, at
the request of the holder, each Opco Class A unit may be redeemed
for, at Opco’s election, a newly-issued share of Class A Common
Stock or a cash payment equal to the Cash Election Amount (as
defined therein and which is generally the volume-weighted average
closing price of one share of Class A Common Stock for the five
consecutive trading days prior to the date on which the holder
requested the redemption), and upon redemption of such Opco Class A
unit, a share of Class B Common Stock shall be surrendered by the
holder and cancelled by the Company. |
|
(2) |
The shares reported (before the offering) consists of
148,253 shares of Class B Common Stock and 148,253 Opco
Class A units. Mr. McCarthy is the Chief Investment Officer
and Interim Chief Financial Officer of the Company and, prior to
the consummation of the Business Combinations, an employee of
Archaea. |
|
(3) |
The shares reported (before the offering) consists of 9,268
shares of Class B Common Stock and 9,268 Opco Class A
units. Mr. Burrus served as an M&A advisor to RAC. |
|
(4) |
The shares reported (before the offering) consists of
900,000 shares of Class A Common Stock as well as 270,866
shares of Class B Common Stock and 270,866 Opco Class A
units. The Selling Securityholder is the father of Daniel J. Rice,
IV, who is a director of the Company and was a director and Chief
Executive Officer of RAC. |
|
(5) |
The shares reported (before the offering) consists of 1,877
shares of Class A Common Stock as well as 5,154 shares of
Class B Common Stock and 5,154 Opco Class A units.
Mr. Rice is a director of the Company and was a director and
the Chief Executive Officer of RAC. |
|
(6) |
The shares reported (before the offering) consists of
332,500 shares of Class A Common Stock as well as
1,208,398 shares of Class B Common Stock and 1,208,398 Opco
Class A units. |
|
(7) |
Andrew L. Share, as Trustee of the Selling Securityholder,
has voting and investment power over the reported securities. |
|
(8) |
The beneficiary of the Selling Securityholder is Daniel
J. Rice, IV, who is a director of the Company and was a
director and Chief Executive Officer of RAC. |
|
(9) |
The shares reported (before the offering) consists of
330,000 shares of Class A Common Stock as well as 823,955
shares of Class B Common Stock and 823,955 Opco Class A
units. |
|
(10) |
Ted Tishman, as Trustee of the Selling Securityholder, has
voting and investment power over the reported securities. The
beneficiary of the Selling Securityholder is the child of James W.
Rogers, who was the Chief Accounting Officer of RAC. The shares
reported (before the offering) consists of 13,550 shares of
Class B Common Stock and 13,550 Opco Class A units. |
|
(11) |
The shares reported (before the offering) consists of
31,877 shares of Class A Common Stock as well as
1,035,688 shares of Class B Common Stock and 1,035,688 Opco
Class A units. Mr. Derham is a director of the Company
and was a director and the Chief Financial Officer of RAC. |
|
(12) |
The shares reported (before the offering) consists of 1,877
shares of Class A Common Stock as well as 136,674 shares of
Class B Common Stock and 136,674 Opco Class A units. The
Selling Securityholder is a director of the Company and, prior to
the consummation of the Business Combinations, of RAC. |
|
(13) |
The shares reported (before the offering) consists of 161,317
shares of Class B Common Stock and 161,317 Opco
Class A |
|
(14) |
The shares reported (before the offering) consists of 261,114
shares of Class B Common Stock and 261,114 Opco Class A
units. Mr. Walton is the President of the Company and, prior to the
consummation of the Business Combinations, of Archaea. |
|
(15) |
The shares reported (before the offering) consists of 70,000
shares of Class A Common Stock as well as 135,433 shares of
Class B Common Stock and 135,433 Opco Class A units. |
|
(16) |
The shares reported (before the offering) consists of 50,000
shares of Class A Common Stock as well as 1,057,396 shares of
Class B Common Stock and 1,057,396 Opco Class A units.
Nicholas Stork, as the manager of the Selling Securityholder, has
voting and investment power over the reported securities.
Mr. Stork is a director and the Chief Executive Officer of the
Company and, prior to the consummation of the Business
Combinations, of Archaea. |
|
(17) |
The shares reported (before the offering) consists of 330,000
shares of Class A Common Stock as well as 823,955 shares of
Class B Common Stock and 823,955 Opco Class A units. The
beneficiary of the Selling Securityholder is the brother of Daniel
J. Rice, IV, who is a director of the Company and was a
director and the Chief Executive Officer of RAC. |
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