As filed with the Securities and Exchange Commission
on December 28, 2022
No. 333-260094
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHAEA ENERGY INC.
(Exact name of registrant as specified in its charter)
Delaware |
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4932 |
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85-2867266 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
4444 Westheimer Road, Suite G450
Houston, Texas 77027
(346) 708-8272
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Edward P. Taibi
General Counsel and Executive Vice President of Strategic Initiatives and Government Affairs
4444 Westheimer Road, Suite G450
Houston, Texas 77027
(346) 708-8272
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
Matthew R. Pacey, P.C.
Lanchi D. Huynh
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
(713) 836-3600
Approximate date of commencement of
proposed sale to the public: Not applicable.
This post-effective amendment removes from registration all of the securities that were
not sold pursuant to the above referenced registration statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box: ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
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 7(a)(2)(B) of the Securities Act ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this “Amendment
No. 2”) relates to the Registration Statement on Form S-1 (Registration Statement No. 333-260094), filed with the Securities and
Exchange Commission (the “Commission”) on October 6, 2021 by Archaea Energy Inc. (the “Registrant”) and declared
effective on October 21, 2021, as amended by Post-Effective Amendment No. 1 thereto filed with the Commission on August 24, 2022 and declared
effective on August 30, 2022 (as so amended, the “Registration Statement”). The Registration Statement was filed by the Registrant
to register up to 6,536,601 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
which were issuable upon the exercise of warrants, as well as the resale by the selling securityholders named therein of up to 6,536,601
warrants to purchase shares of Class A Common Stock and up to 62,287,804 shares of Class A Common Stock. This Amendment No. 2 is being
filed by the Registrant to deregister any and all securities that remain unsold or otherwise unissued under the Registration Statement.
On December 28,
2022, pursuant to the Agreement and Plan of Merger, dated as of October 16, 2022, by and among the Registrant, LFG Acquisition
Holdings LLC, a subsidiary of the Registrant (“Opco”), BP Products North America Inc., a Maryland corporation
(“Parent”), Condor RTM Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”),
and Condor RTM LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Opco Merger Sub”),
Merger Sub merged with and into the Registrant with the Registrant continuing as the surviving corporation and a wholly owned
subsidiary of Parent (the “Registrant Merger”), and Opco Merger Sub merged with and into Opco with Opco continuing as
the surviving company and a wholly owned subsidiary of Parent (the “Opco Merger” and, together with the Registrant
Merger, the “Merger”).
As a result of the Merger,
the Registrant has terminated all offerings of the Registrant’s securities pursuant to its existing registration statements under
the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Registrant
in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been
registered that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities,
if any, as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities,
and the Registrant hereby terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 28, 2022.
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ARCHAEA ENERGY INC. |
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By: |
/s/ Edward P. Taibi |
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Name: |
Edward P. Taibi |
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Title: |
General Counsel and Executive Vice President of Strategic Initiatives and Government Affairs |
No other
person is required to sign this Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 in reliance upon Rule 478 under
the Securities Act of 1933, as amended.
2
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