Current Report Filing (8-k)
December 17 2021 - 08:32AM
Edgar (US Regulatory)
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0001823766
2021-12-17
2021-12-17
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current
Report
PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported: December
17, 2021
ARCHAEA
ENERGY INC.
(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)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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4444 Westheimer Road, Suite G450
Houston, Texas
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77027
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(Address of principal executive offices)
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(Zip Code)
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(346) 708-8272
(Registrant’s
telephone number, including area code)
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 of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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Class A common stock, par value $0.0001 per share
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LFG
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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.
On December 17, 2021, Archaea Energy Inc. (the “Company”)
issued a press release (the “Press Release”) announcing the results of the redemption (the “Redemption”) of its
publicly held warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001
per share (“Class A Common Stock”), that were originally sold as part of the units in the Company’s initial public offering
and its warrants to purchase shares of Class A Common Stock that were issued in a private placement simultaneously with the consummation
of the Company’s business combination on September 15, 2021 (the “Forward Purchase Warrants” and, together with the
Public Warrants, the “Redeemable Warrants”). A copy of the Press Release is filed as Exhibit 99.1 hereto and is incorporated
by reference herein.
As disclosed in the Press Release, prior to 5:00
p.m., New York City time, on December 6, 2021 (the “Redemption Date”), 9,114,403 Public Warrants and all 250,000 Forward Purchase
Warrants were exercised for cash at an exercise price of $11.50 per share of Class A Common Stock, generating $108 million of proceeds
to the Company. These cash proceeds were used to repurchase 6,101,449 shares of Class A Common Stock from Aria Renewable Energy Systems
LLC at a pre-negotiated price of $17.65 per share. Additionally, 2,724,515 Public Warrants were exercised on a cashless basis in exchange
for an aggregate of 983,520 shares of Class A Common Stock. The remaining 23,574 unexercised and outstanding Public Warrants were redeemed
for $0.10 per Public Warrant.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Date: December 17, 2021
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ARCHAEA ENERGY INC.
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By:
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/s/ Lindsay Ellis
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Name:
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Lindsay Ellis
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Title:
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General Counsel and Secretary
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