Current Report Filing (8-k)
September 14 2021 - 4:16PM
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2021-09-13
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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 13, 2021
RICE ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39644
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85-2867266
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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102 East Main Street, Second Story
Carnegie, Pennsylvania
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15106
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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
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RICE U
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The New York Stock Exchange
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Shares of Class A common stock, par value $0.0001 per share, included as part of the units
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RICE
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The New York Stock Exchange
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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
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RICE WS
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The
New York Stock Exchange
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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.
As previously disclosed, on April
7, 2021, in connection with its proposed business combinations with Aria Energy LLC and Archaea Energy LLC (the “Business Combinations”),
Rice Acquisition Corp., a Delaware corporation (the “Company”), entered into subscription agreements (each, an “Initial
Subscription Agreement”) with certain investors (the “Initial PIPE Investors”) pursuant to which, among other things,
the Initial PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Initial PIPE Investors,
an aggregate of 30.0 million shares of the Company’s Class A Common Stock for an aggregate purchase price of $300.0 million ($10.00
per share), on the terms and subject to the conditions set forth therein (the “Initial PIPE Financing”). Each Initial Subscription
Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other
hand, and customary conditions to closing, including the substantially concurrent consummation of the Business Combinations. The form
of the Initial Subscription Agreement was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 8,
2021, and the foregoing description of the Initial Subscription Agreements is not complete and is subject to, and qualified in its entirety
by, reference to such filed form.
On September 13, 2021, due to the expectation that one of the Initial PIPE
Investors would not be able to fulfill its $25.0 million commitment for 2.5 million shares ($10.00 per share) in the Initial PIPE Financing,
the Company entered into additional subscription agreements (each, a “Follow-On Subscription Agreement”) with certain investors
(the “Follow-On PIPE Investors” and, together with the Initial PIPE Investors, the “PIPE Investors”) pursuant
to which, among other things, the Follow-On PIPE Investors agreed to subscribe for and purchase from the Company, and the Company agreed
to issue and sell to the Follow-On PIPE Investors, an aggregate of 1.7 million newly issued shares of the Company’s Class A Common
Stock for an aggregate purchase price of $25.0 million ($15.00 per share), on the terms and subject to the conditions set forth therein
(the “Follow-On PIPE Financing” and, together with the Initial PIPE Financing, the “PIPE Financing”). Each Follow-On
Subscription Agreement is substantially identical to the form of Initial Subscription Agreement previously filed by the Company as Exhibit
10.1 to the Current Report on Form 8-K filed by the Company on April 8, 2021.
Pursuant to the PIPE Financing,
substantially concurrently with the consummation of the Business Combinations, the Company will issue 29,166,667 shares of its Class A
Common Stock to the PIPE Investors and receive a total of $300.0 million from the PIPE Investors.
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 14, 2021
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RICE ACQUISITION CORP.
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By:
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/s/ James Wilmot Rogers
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Name:
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James Wilmot Rogers
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Title:
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Chief Accounting Officer and Secretary
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