UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2021
RICE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39644 | 85-2867266 | ||
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
|
102 East Main Street, Second Story Carnegie, Pennsylvania |
15106 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 446-6259
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 to 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
|
||
| 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 | ||
| Shares of Class A common stock, par value $0.0001 per share, included as part of the units | RICE | The New York Stock Exchange | ||
| Warrants included as part of the units, each whole warrant 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on April 7, 2021, Rice Acquisition Corp., a Delaware corporation (the “Company”), entered into (i) the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Aria Merger Agreement”) by and among the Company, Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of the Company (“RAC Opco”), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited liability company (“Aria”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company (the “Aria Equityholder Representative”), pursuant to which, among other things, Aria Merger Sub will merge with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Aria Merger Agreement, the “Aria Merger”), and (ii) the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Archaea Merger Agreement”), by and among the Company, RAC Opco, RAC Intermediate, RAC Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea Energy LLC, a Delaware limited liability company (“Archaea Seller”), and Archaea Energy II LLC, a Delaware limited liability company (“Archaea II” and, together with Archaea Seller, “Archaea”), pursuant to which, among other things, Archaea Merger Sub will merge with and into Archaea II, with Archaea II surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Archaea Merger Agreement, the “Archaea Merger” and, together with the Aria Merger, the “Business Combinations”).
On September 9, 2021, the Company held a special meeting of stockholders (the “Special Meeting”) to approve the Business Combinations and certain other proposals related thereto. As further described below in Item 5.07, at the Special Meeting, the Company’s stockholders approved and adopted the Archaea Energy Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). Previously, the Company’s Board of Directors (the “Board”) approved the 2021 Plan, subject to the approval by the Company’s stockholders at the Special Meeting and subject to, and conditioned upon, the consummation of the Business Combinations.
The 2021 Plan, which shall become effective as of the date the Business Combinations are consummated, will provide for the grant of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of the Company’s service providers with those of its stockholders. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2021 Plan, 11,300,000 shares, which represents approximately 10% of the shares of Common Stock (as defined below) that will be outstanding following the consummation of the Business Combinations (assuming that no shares of Common Stock are redeemed), will initially be reserved for issuance pursuant to awards under the 2021 Plan. The number of shares available for issuance under the 2021 Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2022, and ending and including January 1, 2031, equal to the lesser of (i) 5% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year and (ii) any such smaller number of shares as is determined by the Board.
A summary of the 2021 Plan is included in the section entitled “Proposal No. 5. — The Incentive Plan Proposal” beginning on page 157 of the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on August 12, 2021 (the “Proxy Statement”), which is incorporated herein by reference, which summary is qualified in all respects by the full text of the 2021 Plan, the form of which is included as Annex F to the Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 9, 2021, the Company held the Special Meeting to approve the Business Combinations and certain other proposals related thereto. As of the close of business on July 29, 2021, the record date for the Special Meeting, there were 23,727,500 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 5,931,350 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), issued and outstanding. A total of 19,471,123 shares of Class A Common Stock and 5,931,350 shares of Class B Common Stock were present or represented by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
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Set forth below are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement and each of which was approved by the stockholders at the Special Meeting:
| 1. | The Business Combination Proposal |
| (a) | The “Aria Business Combination Proposal” – To approve and adopt the Aria Merger Agreement and approve the Aria Merger: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 25,395,263 | 60 | 7,150 | 0 |
|
RIG-Unaffiliated*
Common Stock Votes For |
RIG-Unaffiliated* Common Stock Votes Against |
RIG-Unaffiliated*
Common Stock Abstentions |
RIG-Unaffiliated*
|
|||
| 18,940,476 | 60 | 7,150 | 0 |
* As described in the Proxy Statement, approval of the Aria Business Combination Proposal required the affirmative vote of the holders of (a) a majority in voting power of the outstanding shares of Common Stock and (b) a majority in voting power of the outstanding shares of Common Stock held by stockholders who are not affiliates or associates of Rice Investment Group (“RIG”).
| (b) | The “Archaea Business Combination Proposal” – To approve and adopt the Archaea Merger Agreement and approve the Archaea Merger: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 25,395,263 | 60 | 7,150 | 0 |
|
RIG-Unaffiliated*
Common Stock Votes For |
RIG-Unaffiliated* Common Stock Votes Against |
RIG-Unaffiliated*
Common Stock Abstentions |
RIG-Unaffiliated*
|
|||
| 18,940,476 | 60 | 7,150 | 0 |
* As described in the Proxy Statement, approval of the Archaea Business Combination Proposal required the affirmative vote of the holders of (a) a majority in voting power of the outstanding shares of Common Stock and (b) a majority in voting power of the outstanding shares of Common Stock held by stockholders who are not affiliates or associates of RIG.
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| 2. | The “NYSE Proposal” – To approve, assuming the Aria Business Combination Proposal and the Archaea Business Combination Proposal (the “Business Combination Proposal”) is approved and adopted, for purposes of complying with applicable New York Stock Exchange listing rules, the issuance by the Company of more than 20% of the Company’s issued and outstanding shares of Common Stock in the Business Combinations and the related private placement: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 25,397,397 | 1,475 | 3,601 | 0 |
| 3. | The “Charter Proposal” – To approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Amended and Restated Certificate of Incorporation of the Company following consummation of the Business Combinations (the “Combined Company”): |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 23,696,637 | 1,701,696 | 4,140 | 0 |
| (a) | Governance proposal regarding increase of authorized shares – To approve, on a non-binding advisory basis, an increase in the total number of authorized shares of all classes of capital stock to 1.1 billion shares, consisting of 900 million shares of Class A Common Stock, 190 million shares of Class B Common Stock and 10 million shares of preferred stock: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 23,111,075 | 2,281,098 | 10,300 | 0 |
| (b) | Governance proposal regarding exclusive forum – To approve, on a non-binding advisory basis, the U.S. federal district courts to be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Combined Company consents in writing to the selection of an alternative forum: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 24,824,912 | 570,320 | 7,241 | 0 |
| (c) | Governance proposal regarding removal of blank check status-related provisions – To approve, on a non-binding advisory basis, the removal of provisions in the Company’s current certificate of incorporation related to its status as a blank check company that will no longer apply upon the consummation of the Business Combinations: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 25,398,160 | 72 | 4,241 | 0 |
3
| 4. | The “Director Election Proposal” – To elect, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, each of J. Kyle Derham, Kathryn Jackson and Scott Parkes to serve as Class I directors until the 2022 annual meeting of stockholders, Joseph Malchow and Daniel Joseph Rice, IV to serve as Class II directors until the 2023 annual meeting of stockholders and Nicholas Stork and James Torgerson to serve as Class III directors until the 2024 annual meetings of stockholders: |
| Nominee |
Class B Common Stock Votes For |
Class B Common Stock Votes Withheld |
Broker
Non-Votes |
|||
| J. Kyle Derham | 5,931,350 | 0 | 0 | |||
| Dr. Kathryn Jackson | 5,931,350 | 0 | 0 | |||
| Joseph Malchow | 5,931,350 | 0 | 0 | |||
| Scott Parkes | 5,931,350 | 0 | 0 | |||
| Daniel Joseph Rice, IV | 5,931,350 | 0 | 0 | |||
| Nicholas Stork | 5,931,350 | 0 | 0 | |||
| James Torgerson | 5,931,350 | 0 | 0 |
| 5. | The “Incentive Plan Proposal” – To approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, the 2021 Plan: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 22,739,617 | 2,653,256 | 9,600 | 0 |
| 6. | The adjournment proposal – To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director Election Proposal or the Incentive Plan Proposal: |
| Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions |
Broker Non-Votes |
|||
| 25,396,854 | 378 | 5,241 | 0 |
Item 7.01 Regulation FD Disclosure.
On September 9, 2021, the Company issued a press release announcing the results of the Special Meeting and announcing that the Business Combinations is expected to close on or about September 15, 2021. The press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
Item 8.01 Other Events.
As described in the Proxy Statement, the Company provided its Public Stockholders (as defined therein) with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the closing of the Business Combinations. Holders of 46,972 shares of Class A Common Stock have exercised their redemption rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
Description | |
| 99.1 | Press release, dated September 9, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Dated: September 9, 2021
| RICE ACQUISITION CORP. | ||
| By: | /s/ James Wilmot Rogers | |
| Name: | James Wilmot Rogers | |
| Title: | Chief Accounting Officer and Secretary | |
5
Exhibit 99.1
Rice Acquisition Corp. Announces Stockholder Approval of
Business Combination with Aria Energy and Archaea Energy
Closing Expected September 15, 2021
Carnegie, PA, September 9, 2021 – Rice Acquisition Corp. (NYSE: RICE) (“RAC”), a special purpose acquisition company focused on the energy transition sector, today announced that its stockholders approved all proposals related to the proposed business combination (the “Business Combination”) with Aria Energy LLC (“Aria”) and Archaea Energy LLC (“Archaea LLC”), which will create the industry-leading renewable natural gas (“RNG”) platform, at a special meeting of stockholders held earlier today. In addition, RAC’s stockholders have expressed strong support for the Business Combination, with stockholders electing to redeem less than 0.2% of RAC’s outstanding shares of Class A common stock.
The Business Combination is expected to close on or about September 15, 2021. Upon the closing of the Business Combination, the combined company will be named Archaea Energy Inc. (the “Combined Company”). The parties expect that the Combined Company’s Class A common stock and warrants will be listed on the New York Stock Exchange under the ticker symbol “LFG” and “LFG WS,” respectively.
About Rice Acquisition Corp.
Rice Acquisition Corp. is led by former executives of Rice Energy and EQT, the largest natural gas producer in the U.S. We intend to leverage our expertise building industry-leading energy production companies to develop the world’s clean energy supply.
About Aria Energy LLC
Aria Energy LLC and its subsidiaries provide baseload renewable energy to utilities and other customers across the U.S. Aria is a market leader in the North American landfill gas-to-renewable energy sector, having developed or constructed more than 50 projects over the last 30 years. Aria owns and/or operates a diversified portfolio of 25 energy projects across 13 states, collectively representing 24,880 MMBtu/day of RNG and 115.7 MW of electric capacity. Aria produces and supplies approximately 38 million gallons of RNG annually to fueling stations across the United States. Aria is led by seasoned industry veterans and has over 90 highly skilled operating personnel across the U.S. with a strong safety and environmental track record.
About Archaea Energy LLC
Archaea Energy LLC is an emerging leader in developing renewable natural gas from high-carbon emission processes and industries by capturing recurring emissions from food waste, wastewater, agricultural waste and landfill gas. Archaea LLC builds, operates and manages RNG projects throughout the entire energy life cycle and offers off-take partners the opportunity to purchase RNG from its portfolio of projects under long-term agreements. Archaea LLC delivers pipeline-quality RNG from coast to coast using existing natural gas infrastructure.
Investor Relations
Kyle Derham
kyle@riceinvestmentgroup.com
Media Relations
Montieth M. Illingworth
montieth@montiethco.com
Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “might,” “will,” “would,” “could,” “should,” “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions, although not all forward looking statements contain such identifying words. All statements other than historical facts are forward looking statements. Such statements include, but are not limited to, statements concerning the closing of the Business Combination and earnings, performance, strategies, prospects and other aspects of the businesses of RAC, Aria, Archaea LLC and the Combined Company. Forward looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of RAC, Aria and/or Archaea LLC, and such statements involve known and unknown risks, uncertainties and other factors.
The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward looking statements include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination and any transactions contemplated thereby; (b) the ability to complete the transactions contemplated by the proposed Business Combination due to the failure to satisfy closing conditions; (c) the ability to meet the New York Stock Exchange’s listing standards following the consummation of the transactions contemplated by the proposed Business Combination; (d) the risk that the proposed transactions disrupt current plans and operations of Aria, Archaea LLC or their subsidiaries as a result of the announcement and consummation of the proposed Business Combination; (e) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably and retain its management and key employees; (f) costs related to the proposed Business Combination and related transactions; (g) the possibility that Aria, Archaea LLC or the Combined Company may be adversely affected by other economic, business and/or competitive factors; (h) the Combined Company’s ability to develop and operate new projects; (i) the reduction or elimination of government economic incentives to the renewable energy market; (j) delays in acquisition, financing, construction and development of new projects; (k) the length of development cycles for new projects, including the design and construction processes for the Combined Company’s projects; (l) the Combined Company’s ability to identify suitable locations for new projects; (m) the Combined Company’s dependence on landfill operators; (n) existing regulations and changes to regulations and policies that effect the Combined Company’s operations; (o) decline in public acceptance and support of renewable energy development and projects; (p) demand for renewable energy not being sustained; (q) impacts of climate change, changing weather patterns and conditions, and natural disasters; (r) the ability to secure necessary governmental and regulatory approvals; and (s) other risks and uncertainties indicated in RAC’s definitive proxy statement relating to the Business Combinations, which was filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2021 (the “definitive proxy statement”), including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by RAC.
The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward looking statements, which speak only as of the date made. RAC, Aria, Archaea LLC and the Combined Company do not undertake or accept any obligation or undertaking to update or revise the forward looking statements set forth herein, whether as a result of new information, future events or otherwise, except as may be required by law.