LFG Archaea Energy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(State or other jurisdiction||(Commission File Number)||(I.R.S. Employer|
|of incorporation)||Identification No.)|
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 registered||Trading Symbol(s)||Name of each exchange on which registered|
|Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant||RICE U||The New York Stock Exchange|
|Class A Common stock, par value $0.0001 per share||RICE||The New York Stock Exchange|
|Warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share||RICE WS||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 8.01||Other Events.|
On October 26, 2020, Rice Acquisition Corp. (the “Company”) completed its initial public offering (the “IPO”) of 23,725,000 units (the “Units”), including 2,225,000 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each such whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share.
On October 26, 2020, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,771,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to Rice Acquisition Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC. Each Private Placement Warrant is exercisable to purchase for $11.50 one share of Class A Common Stock of the Company or, in certain circumstances, one Class A unit of Opco, together with a corresponding share of Class B common stock of the Company, par value $0.0001.
Of the net proceeds of the IPO and the sale of the Private Placement Warrants, $237,276,000, including $7,610,750 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet as of October 26, 2020 of the Company reflecting receipt of the proceeds upon the closing of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01||Financial Statements and Exhibits.|
Description of Exhibits
|99.1||Audited Balance Sheet, as of October 26, 2020.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 30, 2020
|RICE ACQUISITION CORP.|
|By:||/s/ James Wilmot Rogers|
|Name:||James Wilmot Rogers|
|Title:||Chief Accounting Officer and Secretary|