Overview
We
are a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this
Report as our initial business combination. We are an early stage and emerging growth company and, as such, we are subject to
all of the risks associated with early stage and emerging growth companies.
In
September 2020, our Sponsor paid $25,000 to cover certain of our expenses in exchange for (i) 5,750,100 shares of our Class B
common stock, par value $0.0001 per share, and (ii) 2,500 shares of our Class A common stock, par value $0.0001 per share. Also
in September 2020, the Sponsor received 5,750,000 Class B Units of Opco (which are profits interest units only). In October 2020,
the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the independent directors. The Sponsor transferred a corresponding number of shares of Class B common stock to the independent directors.
In October 2020, the Company effected a dividend, resulting in an aggregate of (i) 6,181,350 shares of our Class B common stock,
and (ii) 2,500 shares of our Class A common stock outstanding. All shares and associated amounts have been retroactively restated
to reflect the dividend. Upon a liquidation of Opco, distributions generally will be made to the holders of Opco Units on a pro
rata basis, subject to certain limitations with respect to the Class B Units of Opco, including that, prior to the completion
of the initial business combination, such Class B Units will not be entitled to participate in a liquidating distribution.
On
October 26, 2020, the Company consummated its initial public offering of 23,725,000 units, including 2,225,000 units that were
issued pursuant to the underwriters’ partial exercise of their over-allotment option, at $10.00 per unit, generating gross
proceeds of approximately $237.3 million, and incurring offering costs of approximately $12.5 million, inclusive of $7.6 million
in deferred underwriting commissions. Of the 23,725,000 units sold, affiliates of our Sponsor and Atlas Point Fund had purchased
1,980,000 units (the “Affiliated Units”) and 2,128,500 units (the “Atlas Units”), respectively, at the
initial public offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,980,000 Affiliated
Units. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”).
Each whole Public Warrant entitles the holder to purchase one share of our Class A common stock at a price of $11.50 per share,
subject to adjustment.
Simultaneously
with the closing of our initial public offering, we consummated the private placement (“Private Placement”) of 6,771,000
warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the
Sponsor and Atlas Point Fund, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $6.8
million. Each Private Placement Warrant is exercisable to purchase one share of our Class A common stock or, in certain circumstances,
one Class A Unit of Opco together with a corresponding number of shares of our non-economic Class B common stock, subject to certain
adjustments.
Market
Opportunity
We
intend to focus our search for a target business in the broadly defined energy transition or sustainability arena. Specifically,
we plan to concentrate our search on supply-side solutions and innovations that enable the economy to decarbonize in sectors that
include renewable fuels, sustainable chemical production and feedstocks, carbon capture, utilization and storage technology and
equipment, applications, infrastructure and technology focused on reducing the carbon intensity of fuels, energy production methods,
and industrial processes. We believe the recent capital market and investment activity directed at energy transition has focused
on end-market applications such as vehicle electrification, energy efficiency for consumers and sustainable and eco-conscious
products. These trends are important to the overall success of the energy transition; however, their adoption and commercial development
require more focus on the production and supply of clean fuels, sustainable energy and industrial applications and infrastructure.
We believe traditional renewable electricity generation from wind and solar will continue growing market share. These sources
are ultimately limited by geography and intermittency, and will not solve the renewable energy needs of several sub-sectors of
the economy less likely to electrify. Our focus on renewable fuels and sustainable chemical production will serve to bolster and
complement the rapid development of wind and solar. Our management’s history and track-record of owning and building successful
energy production companies provides us with unique and differentiated insights into how the traditional fossil fuel-based energy
value chain is changing to accommodate for a lower carbon footprint and a more sustainable future.
The
potential growth in the production and consumption of sustainable fuels, including renewable natural gas (“RNG”),
blue and green hydrogen, renewable diesel, renewable jet fuel, low or zero-carbon synthetic fuels and fuels that incorporate carbon
capture, utilization and storage represents a significant market opportunity. We believe the widespread adoption of renewable
fuels by major sectors of the economy such as freight, air and marine transportation, residential and industrial heating and power
generation and energy storage will create a profound disruption resulting in a very large addressable market. The carbon intensity
of energy and industrial production methods is one of the main drivers for the adoption of renewable and low-carbon fuels. For
example, traditional cement and steel production is very energy intensive and pollutant and can be decarbonized using clean fuels
in heat generation and carbon capture, utilization and storage to reduce process-related emissions.
In
addition, the infrastructure, industrial and technological requirements to increase the market penetration of sustainable fuels
also present tremendous opportunity. Equipment, applications and installations such as anaerobic digesters that produce RNG, biodiesel
plants that manufacture renewable diesel and electrolyzers that generate clean hydrogen need to be scaled up to handle increased
demand and compete in markets including and beyond the transportation sector.
Large
publicly traded companies in the energy, utility and waste management sectors have made significant investments in renewable energy
production and infrastructure projects to meet their own emission reduction targets and adapt to changing regulatory frameworks
and customer preferences. The advent of RNG, renewable diesel and blue and green hydrogen and technologies on carbon capture,
utilization and storage will further increase the range of applications and use cases for renewable and zero-emission fuels over
the longer term.
Furthermore,
sustainable chemicals and materials also represent large addressable markets that displace carbon intensive fossil fuel-based
products with lower emission sustainable alternatives. Petrochemicals can be replaced using biomass and recycled waste products
as feedstock. The production of building materials can be decarbonized using recycling technologies and novel circular production
methods that convert traditional waste products into valuable energy and/or feedstock sources.
Business
Strategy
Our
acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company whose
principal effort is developing and advancing the objectives of global decarbonization while generating attractive risk adjusted
returns for our shareholders. Our acquisition strategy leverages our management team’s and Rice Investment Group’s
network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge
and experience in the renewable and energy industries could effect a positive transformation or augmentation of existing businesses
or properties. Our goal is to build a focused business with multiple competitive advantages that have the potential to improve
the target business’s overall value proposition. We plan to utilize the network and industry experience of our management
team and Rice Investment Group in seeking an initial business combination and employing our acquisition strategy. Over the course
of their careers, the members of our management team and their affiliates, including Rice Investment Group, have developed a broad
network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. In
addition to industry and lending community relationships, we plan to leverage relationships with management teams of public and
private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with
a number of business combination opportunities.
Our
management team and board of directors have an extensive network of contacts that they will leverage in their efforts in identifying
an attractive target with operations in a Sustainability related sector. We believe this existing network and long history of
working together are advantages in sourcing potential business combination targets. We also believe that our management team’s
reputation, experience and track record will make us a preferred counterparty for public and private companies with operations
in a Sustainability related sector. We also believe many privately held and publicly traded companies consider the Rice Investment
Group to be a trustworthy partner and recognize the firm’s ability to support value and enhance returns.
Acquisition
Criteria
Consistent
with our business strategy, we have identified the following general criteria and guidelines that we believe are important in
evaluating prospective targets for our initial business combination. We use these criteria and guidelines in evaluating acquisition
opportunities, but we may decide to enter into our initial business combination with a target that does not meet these criteria
and guidelines. We intend to acquire target businesses that we believe:
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operate
in high growth, large addressable markets with favorable long-term market dynamics;
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display
differentiated business attributes and/or product offerings that provide us confidence
on the long-term prospects and profitability of the company;
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are
fundamentally sound and can benefit from a partnership with us by leveraging the operational,
transactional, financial, managerial and investment experience of our management team
and Rice Investment Group;
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can
utilize the extensive networks and insights that our management team and Rice Investment
Group have built in the renewable and energy industry;
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are
at an inflection point, such as requiring additional management expertise, are able to
innovate through new operational techniques, or where we believe we can drive improved
financial performance;
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exhibit
unrecognized value or other characteristics, desirable returns on capital, and a need
for capital to achieve the company’s growth strategy, that we believe have been
misevaluated by the marketplace based on our analysis and due diligence review; and
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will
offer an attractive risk-adjusted return for our stockholders.
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Potential
upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks.
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our
management may deem relevant. In the event that we decide to enter into our initial business combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
in our stockholder communications related to our initial business combination, which, as discussed in this Report, would be in
the form of proxy solicitation or tender offer materials that we would file with the U.S. Securities and Exchange Commission (the
“SEC”).
Initial
Business Combination
The
NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80%
of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount
of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial business combination.
Our board will make the determination as to the fair market value of a target business or businesses. If our board is not able
to independently determine the fair market value of a target business or businesses, we will obtain an opinion from an independent
investment banking firm which is a member of the Financial Industry Regulatory Authority Inc., or FINRA, or an independent accounting
firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make
an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board
is less familiar or experienced with the target company’s business or there is a significant amount of uncertainty as to
the value of the company’s assets or prospects.
We
may pursue an acquisition opportunity jointly with our sponsor, or one or more affiliates, including Rice Investment Group and/or
one or more of its portfolio companies, which we refer to as an “Affiliated Joint Acquisition.” Any such parties may
co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds
to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Our sponsor and its affiliates
have no obligation to make any such investment, and may compete with us for potential business combinations. Any such issuance
of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders.
Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our founder shares, issuances or deemed issuances of
our Class A common stock or equity-linked securities would result in an adjustment to the number of Class A Units of Opco into
which the Class B Units of Opco will convert (unless the holders of a majority of the outstanding founder shares agree to waive
such adjustment with respect to any such issuance or deemed issuance) so that, after all founder shares have been exchanged for
shares of our Class A common stock, the aggregate number of shares of our Class A common stock received by holders in exchange
for founder shares would equal 20% of the sum of the total outstanding shares of common stock following the completion of our
initial public offering plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection
with the business combination (excluding the forward purchase securities and any shares or equity-linked securities issued, or
to be issued, to any seller in the business combination and excluding the sponsor shares).
We
anticipate structuring our initial business combination either (i) in such a way so that we will control 100% of the equity interests
or assets of the target business or businesses or (ii) in such a way so that we control less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons,
including an Affiliated Joint Acquisition as described above. However, we will only complete a business combination if we control
50% or more of the outstanding voting securities of the target or otherwise are not required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if we control 50% or more
of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest
in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the
target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our
initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.
If we control less than 100% of the equity interests or assets of a target business or businesses, the portion of such business
or businesses that is controlled is what will be valued for purposes of the 80% of net assets test. If the business combination
involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions
and we will treat the target businesses together as the initial business combination for seeking stockholder approval or for purposes
of a tender offer, as applicable.
Our
Acquisition Process
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other
things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial
and other information that will be made available to us. We will also utilize our transactional, financial, managerial and investment
experience.
We
are not prohibited from pursuing an initial business combination with or from a company that is affiliated with our sponsor, officers
or directors, including a portfolio company of Rice Investment Group, or from entering into an agreement with our sponsor, officers
or directors or their affiliates with respect to the operation of any business we acquire in connection with the initial business
combination. In the event we seek to complete our initial business combination with a business combination target that is affiliated
with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent
investment banking firm which is a member of FINRA or from an independent accounting firm that such initial business combination
is fair to our company from a financial point of view.
Members
of our management team and our independent directors directly or indirectly own founder shares, sponsor shares and/or private
placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an
appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may
have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any
such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.
Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or
contractual obligations to present such opportunity to such other entity. We do not believe, however, that the fiduciary duties
or contractual obligations of our officers or directors will materially affect our ability to complete our business combination.
In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary
or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination,
or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked
securities. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as
a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue.
In
addition, members of our sponsor, as well as Rice Investment Group and its portfolio companies may sponsor other blank check companies
similar to ours during the period in which we are seeking an initial business combination, and members of our management team
may participate in such blank check companies. In particular, an affiliate of Rice Investment Group has formed Rice Acquisition
Corp. II (“Rice II”), a blank check company like our company that was formed to consummate an initial business combination.
Like us, Rice II intends to focus its search for a target business in the energy transition or sustainability arena. As of the
date of this filing, Rice II has not completed its initial public offering and does not have a class of securities registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any such companies, including Rice II,
may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among
the management teams. Mr. Rice also serves as a director and officer of Rice II, and Mr. Derham also serves as an officer and
is a director nominee of Rice II. However, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial business combination. Each of Mr. Rice and Mr. Derham has agreed not to become an officer or director
of any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered
into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination
within 24 months after the closing of our initial public offering. Neither Mr. Rice nor Mr. Derham has been involved with any
blank check companies prior to our company.
We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention
of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation
of our initial business combination.
Our
Management Team
Members
of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much
of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time
that any members of our management team will devote in any time period will vary based on whether a target business has been selected
for our initial business combination and the current stage of the business combination process.
We
believe our management team’s operating and transaction experience and relationships with companies will provide us with
a substantial number of potential business combination targets. Over the course of their careers, the members of our management
team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the
activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with
sellers, financing sources and target management teams and the experience of our management team in executing transactions under
varying economic and financial market conditions. See the section of this Report entitled “Directors, Executive Officers
and Corporate Governance” for a more complete description of our management team’s experience.
Status
as a Public Company
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company,
we offer a target business an alternative to the traditional initial public offering through a merger or other business combination
with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares
of stock, shares or other equity interests in the target business for shares of our Class A common stock (or shares of a new holding
company), Opco Units (and corresponding shares of our Class B common stock) or for a combination of shares of our Class A common
stock, Opco Units (and corresponding shares of our Class B common stock) and cash, allowing us to tailor the consideration to
the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we
believe target businesses will find this method a more certain and cost effective method to becoming a public company than the
typical initial public offering. The typical initial public offering process takes a significantly longer period of time than
the typical business combination transaction process, and there are significant expenses in the initial public offering process,
including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination
with us.
Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe
the target business would then have greater access to capital, an additional means of providing management incentives consistent
with stockholders’ interests and the ability to use its equity as currency for acquisitions. Being a public company can
offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented employees.
While
we believe that our structure and our management team’s backgrounds make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek
stockholder approval of any proposed initial business combination, negatively.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not “emerging growth companies” including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as
adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June
30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year
period.
Additionally,
we are a “smaller reporting company” as defined in Item 10(0(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of
our common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter or (ii)
our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter.
Financial
Position
Upon
the closing of our initial public offering, approximately $237.3 million of the net proceeds were placed in a trust account (“Trust
Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested
only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a
maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the
completion of a Business Combination and (ii) the distribution of the Trust Account. Because we are able to complete our business
combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most
efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
Effecting
Our Initial Business Combination
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial
public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering
and the private placement warrants and forward purchase securities, our capital stock, debt or a combination of the foregoing.
We may seek to complete our initial business combination with a company or business that may be financially unstable or in its
early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure
you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those
risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely
affect a target business.
If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust
account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases
of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest
due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working
capital.
We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires
more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant
number of our public shares upon completion of the business combination, or if Atlas Point Fund decides not to exercise its right
to purchase all of the forward purchase securities, in which case we may issue additional securities or incur debt in connection
with such business combination. In the case of an initial business combination funded with assets other than the trust account
assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing
and, only if required by applicable law, we would seek stockholder approval of such financing. There are no prohibitions on our
ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to
any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities,
the incurrence of debt or otherwise.
Sources
of Target Businesses
Target
businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or
mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will have read this Report and know what types of businesses we are targeting. Our officers
and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware
of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the track record and business relationships of our officers and directors. While
we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that
may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction,
in which case any such fee will be paid out of the funds held in the trust account. We have agreed to pay our sponsor a total
of $10,000 per month for office space, utilities, secretarial support and administrative services and to reimburse our sponsor
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our
officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial
business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection
process of an acquisition candidate.
We
are not prohibited from pursuing an initial business combination with or from a company that is affiliated with our sponsor, officers
or directors, including a portfolio company of Rice Investment Group, or making the acquisition through a joint venture or other
form of shared ownership with our sponsor, officers or directors or their affiliates, including Rice Investment Group and/or one
or more of its portfolio companies. We are also not prohibited from entering into an agreement with our sponsor, officers or directors
or their affiliates with respect to the operation of any business we acquire in connection with the initial business combination.
In the event we seek to complete our initial business combination with a business combination target that is affiliated with our
sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm which is a member of FINRA or from an independent accounting firm that such initial business combination is fair
to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
As
more fully discussed in the section of this Report entitled “Certain Relationships and Related Transactions, and Director
Independence,” if any of our officers or directors becomes aware of a business combination opportunity that falls within
the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be
required to present such business combination opportunity to such entity prior to presenting such business combination opportunity
to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority
over their duties to us. We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director
has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial
business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity
or equity-linked securities.
Selection
of a Target Business and Structuring of our Initial Business Combination
The
NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate
fair market value of at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital
purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into
the initial business combination. The fair market value of the target or targets will be determined by our board of directors
based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value
of comparable businesses. If our board is not able to independently determine the fair market value of the target business or
businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent
accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated
industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually
unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted
to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
In
any case, we will only complete an initial business combination in which we control 50% or more of the outstanding voting securities
of the target or otherwise are not required to register as an investment company under the Investment Company Act. If we control
less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses
that are controlled is what will be valued for purposes of the NYSE’s 80% of net assets test. There is no basis for investors
to evaluate the possible merits or risks of any target business with which we may ultimately complete our business combination.
To
the extent we effect our business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will
endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review, which may encompass, among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available
to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business
combination transaction.
Any
costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with
which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can
use to complete another business combination. The Company will not pay any consulting fees to members of our management team,
or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
Redemption
Rights for Public Stockholders upon Completion of our Initial Business Combination
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock
upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination
including interest earned on the funds held in the trust account and not previously released to pay franchise and income taxes
of the Company or Opco, divided by the number of then outstanding public shares and Class A Units of Opco (other than those held
by Rice Acquisition Corp.), subject to the limitations described herein. The amount in the trust account is initially anticipated
to be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares
will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. Pursuant to the Opco
LLC Agreement and a letter agreement that our sponsor, Atlas Point Fund, officers and directors have entered into with us, they
have agreed that any founder shares and sponsor shares held by them will not be entitled to redemption rights, and they will waive
any such redemption rights for any public shares held by them, in connection with the completion of our business combination.
In connection with the redemption of any public shares, a corresponding number of Class A Units of Opco held by us will also be
redeemed.
Limitations
on Redemptions
Our
amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after
payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules).
However, the proposed business combination may require (i) cash consideration to be paid to the target or its owners, (ii) cash
to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy
other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration
we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount
required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of
cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common
stock submitted for redemption will be returned to the holders thereof.
Manner
of Conducting Redemptions
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock
upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve
the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a
proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder
approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically
require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue
more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require
stockholder approval. If we structure a business combination transaction with a target business in a manner that requires stockholder
approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We
currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable
law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for
business or other legal reasons.
If
we hold a stockholder vote to approve our initial business combination, we will, pursuant to our amended and restated certificate
of incorporation:
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conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the
tender offer rules, and
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file
proxy materials with the SEC.
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In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business
combination.
If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of
common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present
in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all
outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward
this quorum and have agreed to vote their founder shares and any public shares in favor of our initial business combination. For
purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on
the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’
founder shares and sponsor shares, we would need 8,896,875, or 37.5%, of the 23,725,000 public shares sold in our initial public
offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business
combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written
notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum
and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate
our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether it votes
for or against the proposed transaction. In addition, pursuant to the Opco LLC Agreement and a letter agreement that our sponsor,
Atlas Point Fund, officers and directors have entered into with us, they have agreed that any founder shares and sponsor shares
held by them will not be entitled to redemption rights, and they will waive any such redemption rights for any public shares held
by them, in connection with the completion of a business combination.
If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate
of incorporation:
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conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which
regulate issuer tender offers, and
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file
tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies. Although we are not required
to do so, we currently intend to comply with the substantive and procedural requirements
of Regulation 14A in connection with any stockholder vote even if we are not able to
maintain our NYSE listing or Exchange Act registration.
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Upon
the public announcement of our business combination, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through
a tender offer, to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not
tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we
have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Limitation
on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than
an aggregate of 20% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” We
believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such
holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us
or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in our initial public offering
could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management
at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem
no more than 20% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability
of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly
in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares
(including Excess Shares) for or against our business combination.
Tendering
Stock Certificates in Connection with a Tender Offer or Redemption Rights
Public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” are required to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials (as applicable) mailed to such holders, or up to two business days prior to the initially scheduled
vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares
to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
at the holder’s option. The proxy solicitation or tender offer materials (as applicable) that we will furnish to holders
of our public shares in connection with our initial business combination will indicate the applicable delivery requirements. Accordingly,
a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period,
or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its
shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption
rights, it is advisable for stockholders to use electronic delivery of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and
it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver
shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection
with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote
on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on
the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was
approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
As a result, the stockholder then had an “option window” after the completion of the business combination during which
he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he
or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would
become “option” rights surviving past the completion of the business combination until the redeeming holder delivered
its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials
or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share
delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable
date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their
shares will be distributed promptly after the completion of our business combination.
If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until 24 months from the closing of our initial public offering.
Redemption
of Public Shares and Liquidation if no Initial Business Combination
Our
amended and restated certificate of incorporation provides that we will have only 24 months from the closing of our initial public
offering to complete our initial business combination. If we do not complete our business combination within such 24-month period,
we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
pay franchise and income taxes of the Company or Opco (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares and Class A Units of Opco (other than those held by Rice Acquisition Corp.), which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will
be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
our business combination within the 24-month time period.
Pursuant
to the Opco LLC Agreement and a letter agreement that our sponsor, Atlas Point Fund, officers and directors have entered into
with us, they have agreed that any founder shares held by them are subject to forfeiture, and thus will not be entitled to liquidating
distributions from the trust account, and they will waive any such rights to liquidating distributions for any founder shares
if we fail to complete our initial business combination within 24 months from the closing of our initial public offering. However,
if our sponsor, officers or directors acquire public shares in or after our initial public offering, they will be entitled to
liquidating distributions from the trust account with respect to such public shares and the sponsor shares, if we fail to complete
our initial business combination within the allotted 24-month time period.
Our
sponsor, Atlas Point Fund, officers, and directors have agreed, pursuant to a written agreement with us, that
they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or
timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within
24 months from the closing of our initial public offering, unless we provide our public stockholders with the opportunity to redeem
their shares of our Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to pay franchise and income taxes of the Company or Opco, divided by the number of then outstanding public
shares and Class A Units of Opco (other than those held by Rice Acquisition Corp.). However, we may not redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock”
rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot
satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares
at such time. Pursuant to our amended and restated certificate of incorporation, such an amendment would need to be approved by
the affirmative vote of the holders of at least 65% of all then outstanding shares of our common stock.
All
costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded
from amounts remaining as part of the estimated $1,000,000 of cash held outside of the trust account, although we cannot assure
you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not
required to pay franchise and income taxes on interest income earned on the trust account balance, we may request the trustee
to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other
than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account,
the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited
in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims
of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not
be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against
us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These
claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend
to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’
claims.
Although
we seek to have all vendors (other than our independent registered public accounting firm), service providers, prospective target
businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim
of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that
they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against
the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims,
as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving
such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to
it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third
party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to
execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor
has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants)
for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust
account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date
of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest
which may be withdrawn to pay taxes, except as to any claims by a third party or prospective target business who executed a waiver
of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) and except as to any
claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we
independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our
sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy
those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our
initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not
be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any
redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without
limitation, claims by vendors and prospective target businesses.
In
the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per
public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the
trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it
is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,
our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may
choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative
to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked
our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy
those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
price will not be less than $10.00 per public share.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters
of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access
to up to approximately $1,000,000 from the proceeds of our initial public offering with which to pay any such potential claims
(including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately
$100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,
stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering
expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account.
In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely,
in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside
the trust account would increase by a corresponding amount.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our business combination within 24 months from the closing of our initial
public offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which
the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are
made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.
Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in
the event we do not complete our business combination within 24 months from the closing of our initial public offering is not
considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant
to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption
distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our business combination
within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to pay franchise and income taxes of the Company or Opco (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares and Class A Units
of Opco (other than those held by Rice Acquisition Corp.), which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares
as soon as reasonably possible following our 24” month, and, therefore, we do not intend to comply with those procedures.
As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more)
and any liability of our stockholders may extend well beyond the third anniversary of such date.
Because
we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us
at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations
are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors
(such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained
in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public
accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation,
the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any
liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure
that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust
assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity
of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.
In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible
to the extent of any liability for such third-party claims.
If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held
in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to
the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the
trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we
file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions
received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential
transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts
received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors
and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public
stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be
brought against us for these reasons.
Our
public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public
shares and any Class A Units of Opco (other than those held by Rice Acquisition Corp.) if we do not complete our business combination
within 24 months from the closing of our initial public offering, subject to applicable law, (ii) in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing
of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months
from the closing of our initial public offering or (iii) if they redeem their respective shares for cash upon the completion of
the initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in
the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s
voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for
an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.
These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate
of incorporation, may be amended with a stockholder vote.
Competition
In
identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses is
limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of
a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future
dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place
us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
Our
executive offices are located at 102 East Main Street, Second Story, Carnegie, Pennsylvania 15106, and our telephone number is
(713) 446-6259. The cost for our use of this space is included in the $10,000 per month fee we pay to our sponsor for office space,
utilities, secretarial support and administrative services. We consider our current office space adequate for our current operations.
Employees
and Human Capital Resources
We
currently have three officers. These individuals are not obligated to devote any specific number of hours to our matters but they
intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time that they will devote in any time period will vary based on whether a target business has been selected for
our initial business combination and the stage of the business combination process we are in.
Periodic
Reporting and Financial Information
We
have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We
will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation
or tender offer materials (as applicable) sent to stockholders. These financial statements may be required to be prepared in accordance
with GAAP, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required
to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential
target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such
statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial
statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to
prepare its financial statements in accordance with the requirements outlined above. To the extent that any applicable requirements
cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition
candidates, we do not believe that this limitation is material.
We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal
control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the
Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention
of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation
of our initial business combination.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not “emerging growth companies” including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as
adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June
30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Additionally,
we are a “smaller reporting company” as defined in Item 10(t)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of
our common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter or (ii)
our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter.
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Report and the final prospectus associated with our initial public offering, before
making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating
results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could
lose all or part of your investment.
We
are a recently formed blank check company with no operating history and no revenues, and you have no basis on which to evaluate
our ability to achieve our business objective.
We
are a recently formed company with no operating results. Because we lack an operating history, you have no basis upon which to
evaluate our ability to achieve our business objective of completing our initial business combination with one or more target
businesses. We may be unable to complete our business combination. If we fail to complete our business combination, we will never
generate any operating revenues.
Past
performance by the Rice family, Rice Investment Group and its portfolio companies and our management team may not be indicative
of future performance of an investment in the Company. In addition, none of our officers or directors have served as a sponsor,
director or officer of any blank check companies or special purpose acquisition companies in the past.
Information
regarding performance by, or businesses associated with, the Rice family, Rice Investment Group and its portfolio companies and
our management team is presented for informational purposes only. Past performance by the Rice family, Rice Investment Group and
its portfolio companies or our management team is not a guarantee either (i) of success with respect to any business combination
we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should
not rely on the historical record of the Rice family, Rice Investment Group and its portfolio companies or our management team
as indicative of our future performance or of an investment in the company or the returns the company will, or is likely to, generate
going forward. In addition, none of our officers or directors have served as a sponsor, director or officer of any blank check
companies or special purpose acquisition companies in the past.
Our
public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete
our initial business combination even though a majority of our public stockholders do not support such a combination.
We
may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require
stockholder approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock
exchange requirement, the decision as to whether we will seek stockholder approval of a proposed business combination or will
allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of
our public shares do not approve of the business combination we complete.
In
evaluating a prospective target business for our initial business combination, our management may consider the availability of
funds from the sale of the forward purchase securities, which may be used as part of the consideration to the sellers in the initial
business combination. If Atlas Point Fund decides not to accept our offer to purchase the forward purchase securities, we may
decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our
initial business combination.
We
have entered into a forward purchase agreement pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust
but is not affiliated with us or our sponsor, agreed to purchase up to $75,000,000 of either (i) a number of forward purchase
units for $10.00 per unit or (ii) a number of forward purchase shares for $9.67 per share, in a private placement that closed
simultaneously with the closing of our initial business combination. Whether we will issue Atlas Point Fund forward purchase units
valued at $10.00 per unit or forward purchase shares valued at $9.67 per share will be determined at our election, and in our
sole discretion, at least 10 business days prior to the closing of our initial business combination. The funds from the sale of
the forward purchase securities are expected to be used as part of the consideration to the sellers in our initial business combination,
and to pay expenses in connection with our initial business combination and may be used for working capital in the post-transaction
company.
The
obligations under the forward purchase agreement will not depend on whether any public stockholders elect to redeem their shares
in connection with our initial business combination. However, if the sale of the forward purchase securities does not close, for
example, by reason of the failure of Atlas Point Fund to fund the purchase price for its forward purchase securities, we may lack
sufficient funds to consummate our initial business combination. Atlas Point Fund’s obligation to purchase the forward purchase
securities will, among other things, be conditioned on Atlas Point Fund giving us its irrevocable written consent to purchase
the forward purchase securities no later than five days after we notify it of our intention to meet to consider entering into
a definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved
by a majority of our board and a majority of the independent directors of our board. Accordingly, if Atlas Point Fund does not
consent to the purchase, or if the initial business combination is not approved by a majority of our board and a majority of the
independent directors of our board, Atlas Point Fund would not be obligated to purchase any forward purchase securities.
Additionally,
Atlas Point Fund’s obligations to purchase the forward purchase securities will be subject to termination prior to the closing
of the sale of such securities by mutual written consent of us and Atlas Point Fund, or automatically: (i) if our initial business
combination is not consummated within 24 months from the closing of our initial public offering or (ii) if we become subject to
any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case
which is not withdrawn within 60 days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court
for business or property of us or Atlas Point Fund, in each case which is not removed, withdrawn or terminated within 60 days
after such appointment. In addition, Atlas Point Fund’s obligations to purchase the forward purchase securities will be
subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated substantially
concurrently with the purchase of the forward purchase securities. If Atlas Point Fund decides not to accept our offer to purchase
the forward purchase securities, we may decide not to consummate our initial business combination, or if we decide to, we may
lack sufficient funds to consummate our initial business combination.
Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of
your right to redeem your shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our
initial business combination. Since our board of directors may complete a business combination without seeking stockholder approval,
public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder
vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a
potential business combination may be limited to exercising your redemption rights within the period of time (which will be at
least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial
business combination.
If
we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to
vote in favor of such initial business combination, regardless of how our public stockholders vote.
Our
initial stockholders own 20% of our shares of common stock following the completion of our initial public offering. Our initial
stockholders and management team also may from time to time purchase shares of our Class A common stock prior to our initial business
combination. Our amended and restated certificate of incorporation provide that, if we seek stockholder approval of an initial
business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the
shares voted at such meeting, including the founder shares and sponsor shares. As a result, in addition to our initial stockholders’
founder shares and sponsor shares, we would need 8,896,875, or 37.5%, of the 23,725,000 public shares sold in our initial public
offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly,
if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and management
team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder
approval for such initial business combination.
The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential
business combination targets, which may make it difficult for us to enter into a business combination with a target.
We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights,
we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less
than $5,000,001 upon consummation of our initial business combination or such greater amount necessary to satisfy a closing condition
as described above, we would not proceed with such redemption and the related business combination and may instead search for
an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
a business combination transaction with us.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us
to complete the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise
their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares
that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust
account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion
of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number
of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater
portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve
dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit
our ability to complete the most desirable business combination available to us or optimize our capital structure.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order
to redeem your stock.
If
our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account
until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open
market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
until we liquidate or you are able to sell your stock in the open market.
The
requirement that we complete our initial business combination within 24 months after the closing of our initial public offering
may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have to
conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine
our ability to complete our business combination on terms that would produce value for our stockholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within 24 months from the closing of our initial public offering. Consequently, such target business
may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business.
This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due
diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be
materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread
throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization
declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”
On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United
States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized
the outbreak as a “pandemic”. The COVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases
could result, in a widespread health crisis that has adversely affected, in the case of COVID-19, and could adversely affect,
in the case of future outbreaks of infectious diseases, the economies and financial markets worldwide, and the business of any
potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore,
we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit
the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers
are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search
for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among
others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our
ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business
combination, may be materially adversely affected.
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may
be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and
third-party financing being unavailable on terms acceptable to us or at all. Furthermore, the impact of COVID-19 may increase
the other risks identified herein.
We
may not be able to complete our initial business combination within the 24 months after the closing of our initial public offering,
in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate,
in which case our public stockholders may receive only their pro rata portion of the funds in the trust account that are available
for distribution to public stockholders, and our warrants will expire worthless.
We
may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing
of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general
market conditions, volatility in the capital and debt markets and the other risks described herein including the impact of COVID-19.
If we have not completed our initial business combination within such time period, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to pay franchise and income taxes of the Company
or Opco (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares
and Class A Units of Opco (other than those held by Rice Acquisition Corp.), which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive
$10.00 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than
$10.00 per share on the redemption of their shares.
If
we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates
may elect to purchase shares or public warrants from public stockholders or public warrantholders, which may influence a vote
on a proposed business combination and reduce the public “float” of our Class A common stock.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our sponsor, Atlas Point Fund, directors, officers, advisors or their affiliates
may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either
prior to or following the completion of our initial business combination, although they are under no obligation to do so. There
is no limit on the number of shares our sponsor, Atlas Point Fund, directors, officers, advisors or their affiliates may purchase
in such transactions, subject to compliance with applicable law and the rules of the NYSE. However, other than as expressly stated
herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants
in such transactions.
In
the event that our sponsor, Atlas Point Fund, directors, officers, advisors or their affiliates purchase shares in privately negotiated
transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders
would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be
to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval
of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding
or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been
possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers
are subject to such reporting requirements.
In
addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number
of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing
or trading of our securities on a national securities exchange.
If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our business
combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer
materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy
solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will describe the various procedures that must be complied with in order to validly redeem or
tender public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether
they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer
agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business
days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver
their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures,
its shares may not be redeemed.
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore,
to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the redemption
of any public shares properly submitted in connection with our completion of an initial business combination (including the release
of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith),
(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our
amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of
our public shares if we have not consummated an initial business combination within 24 months from the closing of our initial
public offering, or (iii) the redemption of our public shares and any Class A Units of Opco (other than those held by Rice Acquisition
Corp.) if we do not complete an initial business combination within 24 months from the closing of our initial public offering,
subject to applicable law and as further described herein. In addition, if we do not complete an initial business combination
within 24 months from the closing of our initial public offering for any reason, compliance with Delaware law may require that
we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held
in our trust account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of our initial
public offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any
right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust
account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
The
NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in
our securities and subject us to additional trading restrictions.
Our
securities are currently listed on the NYSE. However, we cannot assure you that our securities will be, or will continue to be,
listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on
the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally,
we must maintain a minimum number of holders of our securities (generally 300 round lot holders). Additionally, in connection
with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements,
which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of
our securities on the NYSE. For instance, our stock price would generally be required to be at least $4.00 per share, our aggregate
market value would be required to be at least $100,000,000, and the market value of our publicly-held shares would be required
to be at least $80,000,000. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If
the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:
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a
limited availability of market quotations for our securities;
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reduced
liquidity for our securities;
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a
determination that our Class A common stock is a “penny stock” which will
require brokers trading in our Class A common stock to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market
for our securities;
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a
limited amount of news and analyst coverage; and
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a
decreased ability to issue additional securities or obtain additional financing in the
future.
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The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Because our Class A common stock and
warrants are listed on the NYSE, our units, Class A common stock and warrants are covered securities. Although the states are
preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there
is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered
securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of
securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check
companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and
we would be subject to regulation in each state in which we offer our securities.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer
rules, and if you or a “group” of stockholders are deemed to hold in excess of 20% of our Class A common stock, you
will lose the ability to redeem all such shares in excess of 20% of our Class A common stock.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provide that a
public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 20% of the shares sold in our initial public offering without our prior consent,
which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to
vote all of their shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess
Shares will reduce your influence over our ability to complete our business combination and you could suffer a material loss on
your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our business combination. And as a result, you will continue to hold that number
of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your stock in open market transactions,
potentially at a loss.
As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there
may be more competition for attractive targets. This could increase the cost of our initial business combination and could even
result in our inability to find a target or to consummate an initial business combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential
targets for special purpose acquisition companies have already entered into an initial business combination, and there are still
many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies
currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more
effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because
there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets,
the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies
to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or
operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination
on terms favorable to our investors altogether.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for
us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders
may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders,
and our warrants will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,
competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have
extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry
knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public
offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target
businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public
shares the right to redeem their shares for cash at the time of our initial business combination, in conjunction with a stockholder
vote or via a tender offer. Target businesses will be aware that this may reduce the resources available to us for our initial
business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion
of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “—
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by stockholders may be less than $10.00 per share” and other risk factors below.
If
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account
are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination,
in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and
our warrants will expire worthless.
The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months,
assuming that our initial business combination is not completed during that time. We believe that, upon the closing of our initial
public offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least
the next 24 months; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a
portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also
use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or
merger agreements designed to keep target businesses from “shopping” around for transactions with other companies
on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do
not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right
to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our
breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to,
a target business. If we do not complete our initial business combination, our public stockholders may receive only approximately
$10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our
public stockholders may receive less than $10.00 per share upon our liquidation. See “— If third parties bring claims
against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders
may be less than $10.00 per share” and other risk factors below.
If
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account
are insufficient to allow us to operate for at least the next 24 months, it could limit the amount available to fund our search
for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor
or management team to fund our search for a business combination, to pay franchise and income taxes of the Company or Opco and
to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial
business combination.
Of
the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $1,000,000
is available to us outside the trust account to fund our working capital requirements. If we are required to seek additional capital,
we would need to borrow funds from our sponsor, management team or other third parties to operate or we may be forced to liquidate.
None of our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us
in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released
to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of
the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical
to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans
from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan
such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations
and liquidate the trust account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly
less, on our redemption of our public shares, and our warrants will expire worthless. See “— If third parties bring
claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders
may be less than $10.00 per share” and other risk factors below.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and
impairment or other charges that could have a significant negative effect on our financial condition, results of operations and
our stock price, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will
surface all material issues in relation to a particular target business, that it would be possible to uncover all material issues
through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not
later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations,
or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies
certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary
risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that
we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges
of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing
debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who
choose to remain stockholders following the business combination could suffer a reduction in the value of their securities. Such
stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the
value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00
per share.
The
proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in
direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive
rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued
interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility
that it may in the future adopt similar policies in the United States. In the event that we do not complete our initial business
combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled
to receive their pro rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable
(less, in the case we do not complete our initial business combination, $100,000 of interest). Negative interest rates could reduce
the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than
$10.00 per share.
If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.00 per share.
Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to
have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements,
or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including
the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held
in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an
agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our
acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver,
it may limit the field of potential target businesses that we might pursue.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.
In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for
any reason. Upon redemption of our public shares, if we do not complete our business combination within the prescribed timeframe,
or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment
of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly,
the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held
in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit
to the registration statement on Form S-1 that was filed in connection with our initial public offering, our sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants)
for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust
account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust
assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust
account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of
our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not
asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has
sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our
company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target
businesses.
Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of
funds in the trust account available for distribution to our public stockholders.
In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual
amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00
per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes,
and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to
a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its
indemnification obligations.
While
we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below
$10.00 per share.
If
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members
of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members
of our board of directors and us to claims of punitive damages.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board
of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing
itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims
of creditors.
If
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over
the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the
claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise
be received by our stockholders in connection with our liquidation may be reduced.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions
on the nature of our investments; and
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restrictions
on the issuance of securities, each of which may make it difficult for us to complete
our business combination.
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In
addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company;
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adoption
of a specific form of corporate structure; and
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reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we
must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our
activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting
more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business
is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long
term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated
businesses or assets or to be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds
held in the trust account may only be invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment
of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long
term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid
being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering
is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust
account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business
combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment
to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem
100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of our
initial public offering; or (iii) the redemption of our public shares and any Class A Units of Opco (other than those held by
Rice Acquisition Corp.) if we do not complete our business combination within 24 months from the closing of our initial public
offering, subject to applicable law. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the
Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business
combination, or may result in our liquidation. If we do not complete our initial business combination, our public stockholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders,
and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply
with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws
and regulations may be difficult, time consuming and costly.
Those
laws and regulations and their interpretation and application may also change from time to time and those changes could have a
material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable
laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to
negotiate and complete our initial business combination, and results of operations.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our initial business combination within 24 months from the closing of our
initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain
procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it,
including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during
which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions
are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of
such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon
as reasonably possible following the 24th month from the closing of our initial public offering in the event we do
not complete our business combination and, therefore, we do not intend to comply with the foregoing procedures.
Because
we will not comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us
within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations will are limited to searching for prospective target businesses to acquire, the only likely claims to arise
would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution
complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited
to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly
assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims
to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third
anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon
the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the
closing of our initial public offering is not considered a liquidating distribution under Delaware law and such redemption distribution
is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then
be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We
may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay
the opportunity for our stockholders to elect directors.
In
accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than
one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however,
required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless
such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect
new directors prior to the consummation of our initial business combination, and thus, we may not be in compliance with Section
211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to
the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to
the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
We
have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any
state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus
precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants
to expire worthless.
We
have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any
state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable,
but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts
to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the
Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which
represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements
contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable
upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their
warrants on a cashless basis, in which case, the number of shares of Class A common stock that you will receive upon cashless
exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of Class A common stock per warrant
(subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act,
we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain
in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or
issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the
shares underlying the warrants under the Securities Act or applicable state securities laws, and there is no exemption available.
If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,
the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price
solely for the shares of our Class A common stock included in the units. If and when the warrants become redeemable by us, we
may exercise our redemption right even if we are unable to register or qualify the underlying shares of our Class A common stock
for sale under all applicable state securities laws.
The
grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination,
and the future exercise of such rights may adversely affect the market price of our Class A common stock.
Pursuant
to the agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial
stockholders and their permitted transferees can demand that we register the shares of our Class A common stock into which founder
shares and sponsor shares are exchangeable, holders of our private placement warrants and their permitted transferees can demand
that we register the private placement warrants and the shares of our Class A common stock issuable upon exercise of the private
placement warrants or upon exchange of any Class A Units of Opco issued upon exercise of the private placement warrants and holders
of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class
A common stock issuable upon exercise of such warrants or upon exchange of any Class A Units of Opco issued upon exercise of such
warrants. Assuming the founder shares and sponsor shares are exchanged on a one for one basis and no warrants are issued upon
conversion of working capital loans, an aggregate of up to 5,940,096 shares of our Class A common stock and up to 6,771,000 warrants
are subject to registration under these agreements. We will bear the cost of registering these securities. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market
price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination
more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they
seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class
A common stock that is expected when the securities owned by our initial stockholders, holders of our private placement warrants,
holders of working capital loans or their respective permitted transferees are registered.
Because
we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business
combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
Although
we expect to focus our search for a target business in the broadly defined energy transition or sustainability arena, we may complete
a business combination with an operating company in any industry or sector. However, we are not, under our amended and restated
certificate of incorporation, be permitted to effectuate our business combination solely with another blank check company or similar
company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a
business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations,
results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination,
we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with
a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by the
risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and
directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly
ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks
will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be
more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of
their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to
them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer
materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission.
We
may seek acquisition opportunities outside of our target industries or sectors (which industries or sectors may or may not be
outside of our management’s areas of expertise).
Although
we intend to focus on identifying business combination candidates in the broad energy transition or sustainability arena that
may advance the objectives of global decarbonization, we will consider a business combination outside of our target industries
or sectors if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition
opportunity for our company or we are unable to identify a suitable candidate in our target industries or sectors after having
expended a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the
risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess
all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be
less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in a business
combination candidate. In the event we elect to pursue an acquisition outside of our target industries or sectors, our management’s
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding
our target industries or sectors would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders
who choose to remain stockholders following our business combination could suffer a reduction in the value of their shares. Such
stockholders are unlikely to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,
we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,
the target business with which we enter into our initial business combination may not have attributes entirely consistent with
our general criteria and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target
business with which we enter into our initial business combination will not have all of these positive attributes. If we complete
our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be
as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce
a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders
may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business
that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction
is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult
for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria
and guidelines. If we do not complete our initial business combination, our public stockholders may only receive their pro rata
portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire
worthless.
We
may seek business combination opportunities with a financially unstable business or an entity lacking an established record of
revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
To
the extent we complete our initial business combination with a financially unstable business or an entity lacking an established
record of revenues, cash flows or earnings, we may be affected by numerous risks inherent in the operations of the business with
which we combine. These risks include volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key
personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we
may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce
the chances that those risks will adversely impact a target business.
We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and
consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our
company from a financial point of view.
Unless
we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment
banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company
from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will
be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
If our board of directors is not able to independently determine the fair market value of our initial business combination, we
will obtain an opinion from an independent investment banking firm. However, our stockholders may not be provided with a copy
of such opinion, nor will they be able to rely on such opinion.
We
may issue additional shares of our Class A common stock, preferred stock or Opco Units (and a corresponding number of shares of
our Class B common stock) to complete our initial business combination or under an employee incentive plan after completion of
our initial business combination. The number of Class A Units of Opco into which the Class B Units of Opco will convert may be
adjusted after the time of our initial business combination as a result of the anti-dilution provisions contained in our amended
and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present
other risks.
Our
amended and restated certificate of incorporation authorizes the issuance of up to 250,000,000 shares of our Class A common stock,
par value $0.0001 per share, 20,000,000 shares of our Class B common stock, par value $0.0001 per share, and 1,000,000 undesignated
shares of preferred stock, par value $0.0001 per share. There are 226,272,500 and 14,068,650 authorized but unissued shares of
our Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account
shares of our Class A common stock reserved for issuance upon exercise of outstanding warrants, or shares issuable upon exchange
of founder shares or other Class A Units of Opco (and corresponding shares of our Class B common stock). There are no shares of
preferred stock issued and outstanding. The Class A Units of Opco (and corresponding shares of our Class B common stock) are exchangeable
for shares of our Class A common stock at a one-for-one ratio but subject to adjustment as set forth herein.
We
may issue a substantial number of additional Opco Units (and corresponding shares of our Class B common stock), shares of our
Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue additional shares of our Class A common stock upon exchange
of the founder shares, as a result of adjustments to the number of Class A Units of Opco into which the Class B Units of Opco
will convert after the time of our initial business combination as a result of the anti-dilution provisions contained in our amended
and restated certificate of incorporation. However, our amended and restated certificate of incorporation provide, among other
things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle
the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions
of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation,
may be amended with a stockholder vote.
The
issuance of additional Opco Units (and corresponding shares of our Class B common stock), shares of Class A common stock or preferred
stock:
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may
significantly dilute the equity interest of investors in our initial public offering;
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may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock;
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could
cause a change in control if a substantial number of shares of our common stock are issued,
which may affect, among other things, our ability to use our net operating loss carry
forwards, if any, and could result in the resignation or removal of our present officers
and directors; and
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may
adversely affect prevailing market prices for our units, Class A common stock and/or
warrants.
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Unlike
some other similarly structured blank check companies, our initial stockholders will receive additional Class A Units of Opco
if we issue shares to consummate an initial business combination.
The
founder shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and
a corresponding number of shares of our Class B common stock, which together will be exchangeable for shares of our Class A common
stock after the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock
dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that
additional shares of our Class A common stock or equity-linked securities convertible or exercisable for shares of our Class A
common stock are issued or deemed issued in excess of the amounts sold in our initial public offering and related to the closing
of our initial business combination (other than the forward purchase securities), the number of Class A Units of Opco into which
the Class B Units of Opco will convert may be adjusted so that, after all founder shares have been exchanged for shares of our
Class A common stock, the aggregate number of shares of our Class A common stock received by holders in exchange for founder shares
would equal 20% of our total outstanding common stock upon completion of our initial public offering plus the number of shares
of our Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination,
excluding any shares of our Class A common stock or equity-linked securities issued, or to be issued, to any seller in our initial
business combination, and excluding the sponsor shares. In addition, the number of outstanding shares of our Class B common stock
will be adjusted through a stock split or stock dividend so that the total number of outstanding shares of our Class B common
stock corresponds to the total number of Class A Units of Opco outstanding (other than those held by Rice Acquisition Corp.) plus
the total number of Class A Units of Opco into which the Class B Units of Opco are entitled to convert.
Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent
attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public
stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to
public stockholders, and our warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up
to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to
a specific target business, we may fail to complete our initial business combination for any number of reasons including those
beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely
affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination,
our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution
to public stockholders, and our warrants will expire worthless.
We
are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial
business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying
potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man
insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors
or officers could have a detrimental effect on us.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon
the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel
could negatively impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with
the target business in senior management or advisory positions following our business combination, it is likely that some or all
of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage
after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.
These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to
have to expend time and resources helping them become familiar with such requirements.
In
addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.
The departure of a business combination target’s key personnel could negatively impact the operations and profitability
of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial
business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s
management team will remain associated with the acquisition candidate following our initial business combination, it is possible
that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These
agreements may provide for them to receive compensation following our business combination and as a result, may cause them to
have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may be able to remain with our company after the completion of our business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place
simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation
in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.
Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal
and financial interests of such individuals may influence their motivation in identifying and selecting a target business.
Our
current officers may not remain in their positions following our business combination. We may have a limited ability to assess
the management of a prospective target business and, as a result, may effect our initial business combination with a target business
whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively
impact the value of our stockholders’ investment in us.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess
the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of
their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to
them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer
materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of
a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination
business.
The
role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an
acquisition candidate will not wish to remain in place.
Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete
our initial business combination.
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses.
We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers
is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are
not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as
officers or board members for other entities. If our officers’ and directors’ other business affairs require them
to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability
to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
Certain
of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business
activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their
time and determining to which entity a particular business opportunity should be presented.
Until
we consummate our initial business combination, we are in the process of identifying and combining with one or more businesses.
Our sponsor and officers and directors are, and may in the future become, affiliated with entities that are engaged in a similar
business, including Rice Investment Group and its portfolio companies and Rice II. Our officers and directors also may become
aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain
fiduciary or contractual duties.
Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These
conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation
to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as
a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to
us without violating another legal obligation.
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with
our interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which
we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated
with our sponsor, our directors or officers, although we do not intend to do so, or we may acquire a target business through an
Affiliated Joint Acquisition with one or more affiliates of our sponsor, including Rice Investment Group and/or one or more of
its portfolio companies. We do not have a policy that expressly prohibits any such persons from engaging for their own account
in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests
and ours.
In
particular, members of our sponsor and its affiliates, including Rice Investment Group and its portfolio companies and Rice II,
are focused on investments in the energy industry. As a result, there may be substantial overlap between companies that would
be a suitable business combination for us and companies that would make an attractive target for such affiliates.
We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
In
light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our sponsor, officers, directors or existing holders, including one or more portfolio companies of Rice Investment
Group. Our officers and directors also serve as officers and board members for other entities. They may also have investments
in target businesses. Such entities may compete with us for business combination opportunities. Although we will not be specifically
focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that
such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent
and disinterested directors. Despite our obligation to obtain an opinion from an independent investment banking firm that is a
member of FINRA or from an independent accounting firm regarding the fairness to our company from a financial point of view of
a business combination with one or more domestic or international businesses affiliated with our sponsor, officers or directors,
potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous
to our public stockholders as they would be absent any conflicts of interest.
Moreover,
we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of our sponsor, including Rice Investment
Group and/or one or more of its portfolio companies. Any such parties may co-invest with us in the target business at the time
of our initial business combination, or we could raise additional proceeds to complete the business combination by issuing to
such parties a class of equity or equity-linked securities. Accordingly, such persons or entities may have a conflict between
their interests and ours.
Since
our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other
than with respect to sponsor shares and public shares they have acquired during or may acquire after our initial public offering),
a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial
business combination.
In
September 2020, our Sponsor paid $25,000 to cover certain of our expenses in exchange for (i) 5,750,100 shares of our Class B
common stock, par value $0.0001 per share, and (ii) 2,500 shares of our Class A common stock, par value $0.0001 per share. Also
in September 2020, the Sponsor received 5,750,000 Class B Units of Opco (which are profits interest units only). In October 2020,
the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the independent directors. The Sponsor transferred a corresponding number of shares of Class B common stock to the independent directors.
In October 2020, the Company effected a dividend, resulting in an aggregate of (i) 6,181,350 shares of our Class B common stock,
and (ii) 2,500 shares of our Class A common stock outstanding. All shares and associated amounts have been retroactively restated
to reflect the dividend. Upon a liquidation of Opco, distributions generally will be made to the holders of Opco Units on a pro
rata basis, subject to certain limitations with respect to the Class B Units of Opco, including that, prior to the completion
of the initial business combination, such Class B Units will not be entitled to participate in a liquidating distribution. On
October 26, 2020, the Company consummated its initial public offering of 23,725,000 units, including 2,225,000 units that were
issued pursuant to the underwriters’ partial exercise of their over-allotment option, at $10.00 per unit, generating gross
proceeds of approximately $237.3 million, and incurring offering costs of approximately $12.5 million, inclusive of $7.6 million
in deferred underwriting commissions. Of the 23,725,000 units sold, affiliates of our Sponsor and Atlas Point Fund had purchased
1,980,000 units and 2,128,500 units at the initial public offering price. The founder shares will be worthless if we do not complete
an initial business combination. The underwriters did not receive any underwriting discounts or commissions on the 1,980,000 Affiliated
Units. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole Public Warrant
entitles the holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. The
personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target
business combination, completing an initial business combination and influencing the operation of the business following our initial
business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering
nears, which is the deadline for our completion of an initial business combination.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
We
may choose to incur substantial debt to complete our business combination. We and our officers have agreed that we will not incur
any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to
the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from
the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt security
is payable on demand;
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our
inability to obtain necessary additional financing if the debt security contains covenants
restricting our ability to obtain such financing while the debt security is outstanding;
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our
inability to pay dividends on our common stock;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which
will reduce the funds available for dividends on our common stock if declared, to pay
expenses, make capital expenditures and acquisitions and fund other general corporate
purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation;
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, and execution of our strategy; and
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other
disadvantages compared to our competitors who have less debt.
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We
may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private
placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products
or services. This lack of diversification may negatively impact our operations and profitability.
Of
the net proceeds from our initial public offering and the sale of the private placement warrants, up to approximately $237.3 million
is available to complete our business combination and pay related fees and expenses. Of the up to approximately $237.3 million,
approximately $1.0 million will be held outside the trust account for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses.
We
may effectuate our business combination with a single target business or multiple target businesses simultaneously or within a
short period of time. However, we may not be able to effectuate our business combination with more than one target business because
of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if
they had been operated on a combined basis.
By
completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous
economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business
combinations in different industries or different areas of a single industry. In addition, we are focusing our search for an initial
business combination in a single industry. Accordingly, the prospects for our success may be:
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solely
dependent upon the performance of a single business, property or asset, or
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dependent
upon the development or market acceptance of a single or limited number of products,
processes or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a
substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to
complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which
may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business
combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
address these risks, it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial business combination with a private company about which little information is available, which
may result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company.
Very little public information generally exists about private companies, and we could be required to make our decision on whether
to pursue a potential initial business combination on the basis of limited information, which may result in a business combination
with a company that is not as profitable as we suspected, if at all.
Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide
assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities
necessary to profitably operate such business.
We
may structure a business combination so that we will control less than 100% of the equity interests or assets of a target business,
but we will only complete such business combination if we control 50% or more of the outstanding voting securities of the target
or otherwise are not required to register as an investment company under the Investment Company Act. We will not consider any
transaction that does not meet such criteria. Even if we control 50% or more of the voting securities of the target, our stockholders
prior to the business combination may collectively own a minority interest in the post business combination company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity
interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a
substantial number of new shares, our stockholders immediately prior to such transaction could own less than a majority of our
outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine
their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.
Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to
complete a business combination with which a substantial majority of our stockholders do not agree.
Our
amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation
of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject
to the SEC’s “penny stock” rules). As a result, we may be able to complete our business combination even though
a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek
stockholder approval of our initial business combination and do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, Atlas
Point Fund, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be
required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available
to us, we will not complete the business combination or redeem any shares, all shares of our Class A common stock submitted for
redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
The
exercise price for the public warrants is higher than in some other blank check company offerings, and accordingly, the warrants
are more likely to expire worthless.
The
exercise price of the public warrants is higher than in some other blank check companies. For example, historically, the exercise
price of a warrant was often a fraction of the purchase price of the units in the initial public offering. The exercise price
for our public warrants is $11.50 per share, subject to adjustments as provided herein. As a result, the warrants are less likely
to ever be in the money and more likely to expire worthless.
In
order to effectuate our initial business combination, we may seek to amend our amended and restated certificate of incorporation
or other governing instruments in a manner that will make it easier for us to complete our initial business combination but that
our stockholders or warrantholders may not support.
In
order to effectuate a business combination, we may amend various provisions of our charter and governing instruments, including
the warrant agreement, the underwriting agreement relating to our initial public offering, the letter agreement among us and our
sponsor, Atlas Point Fund, officers and directors, and the registration rights agreement among us and our initial stockholders.
These agreements contain various provisions that our public stockholders might deem to be material. While we do not expect our
board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our
board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any
such agreement in connection with the consummation of our initial business combination. Except in relation to the charter, any
such amendments would not require approval from our stockholders and may have an adverse effect on the value of an investment
in our securities. We cannot assure you that we will not seek to amend our charter or other governing instruments or change our
industry focus in order to effectuate our initial business combination.
The
provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and
corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval
of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It
may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate
the completion of an initial business combination that some of our stockholders may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including
those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s
stockholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s
public stockholders. Our amended and restated certificate of incorporation provides that any of its provisions (other than amendments
relating to the election of directors, which require the approval of a majority of at least 90% of our common stock voting at
a stockholder meeting) related to pre-business combination activity (including the requirement to deposit proceeds of our initial
public offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances,
and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our
common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from
our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances,
our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock
entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders,
who will collectively beneficially own 20% of the total outstanding common stock, will participate in any vote to amend our amended
and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose.
As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our
pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete
a business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended
and restated certificate of incorporation.
Our
sponsor, Atlas Point Fund, officers, and directors have agreed, pursuant to a written agreement with us, that
they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or
timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within
24 months from the closing of our initial public offering, unless we provide our public stockholders with the opportunity to redeem
their shares of our Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to pay franchise and income taxes of the Company or Opco, divided by the number of then outstanding public
shares and Class A Units of Opco (other than those held by Rice Acquisition Corp.). These agreements are contained in a letter
agreement that we have entered into with our sponsor, Atlas Point Fund, officers, and directors. Our stockholders
are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies
against our sponsor, Atlas Point Fund, officers, and directors for any breach of these agreements. As a result,
in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete
our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account
that are available for distribution to public stockholders, and our warrants will expire worthless.
Although
we believe that the net proceeds of our initial public offering and the sale of the private placement warrants and the forward
purchase securities are sufficient to allow us to complete our initial business combination, we cannot ascertain the capital requirements
for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants
and the forward purchase securities prove to be insufficient, either because of the size of our initial business combination,
the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number
of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated
transactions to purchase shares in connection with our initial business combination, or if Atlas Point Fund decides not to exercise
its right to purchase all of the forward purchase securities, we may be required to seek additional financing or to abandon the
proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the
extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be
compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. If we do not complete our initial business combination, our public stockholders may only receive their pro
rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will
expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require
such financing to fund the operations or growth of the target business. The failure to secure additional financing could have
a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders
is required to provide any financing to us in connection with or after our business combination.
Our
initial stockholders control the election of our board of directors until consummation of our initial business combination and
hold a substantial interest in us. As a result, they elect all of our directors prior to our initial business combination and
may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
After
the closing of our initial public offering, our initial stockholders own shares representing 20% of our shares of common stock.
In addition, the founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our
directors prior to our initial business combination. Holders of our public shares will have no right to vote on the election of
directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a
special resolution passed by a majority of at least 90% of our common stock voting at a stockholder meeting. As a result, you
will not have any influence over the election of directors prior to our initial business combination. Accordingly, our initial
stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not
support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions.
If our initial stockholders purchase any units in our initial public offering or if our initial stockholders purchase any additional
shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Neither
our initial stockholders nor, to our knowledge, any of our officers or directors have any current intention to purchase additional
securities, other than as disclosed in our initial public offering. Factors that would be considered in making such additional
purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors,
whose members were elected by our initial stockholders, is divided into three classes, each of which will generally serve for
a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting to elect
new directors prior to the completion of our business combination, in which case all of the current directors will continue in
office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered”
board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because
of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will
continue to exert control at least until the completion of our business combination. The forward purchase securities will not
be issued until completion of our initial business combination, and, accordingly, will not be included in any stockholder vote
until such time.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders
of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased,
the warrant could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be
shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all
without your approval.
Our
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision or mistake (including to conform the terms of the warrants to those described
herein), but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that
adversely affects the interests of the registered holders of public warrants and 50% of the registered holders of the private
warrants to make any change to the terms of the private warrants. Accordingly, we may amend the terms of the public warrants in
a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although
our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants
is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,
convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease
the number of shares of our Class A common stock purchasable upon exercise of a warrant.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants
worthless.
We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a
price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption
and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a
time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might
otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants
are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement
warrants will be redeemable by us so long as they are held by the sponsor, Atlas Point Fund or their permitted transferees.
In
addition, we may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of $0.10
per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants prior to redemption for a number of shares of our Class A common stock determined based on the redemption date
and the fair market value of our Class A common stock. Any such redemption may have similar consequences to a cash redemption
described above. The value received upon exercise of the warrants (1) may be less than the value the holders would have received
if they had exercised their warrants at a later time where the underlying stock price is higher and (2) may not compensate the
holders for the value of the warrants because the number of shares of Class A common stock received is capped at 0.361 shares
of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Our
ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption
or if there is no effective registration statement covering the Class A common stock issuable upon exercise of these warrants
will cause holders to receive fewer shares of our Class A common stock upon their exercise of the warrants than they would have
received had they been able to pay the exercise price of their warrants in cash.
If
the shares of our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange
such that the shares of our Class A common stock satisfy the definition of a “covered security” under Section 18(b)(I)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to
file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the
shares under applicable blue sky laws to the extent an exemption is not available. “Cashless exercise” means the warrant
holder pays the exercise price by giving up some of the shares for which the warrant is being exercised, with those shares valued
at the then current market price. Accordingly, each holder would pay the exercise price by surrendering the warrants for that
number of shares of our Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of our Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” by (y) the fair market value. The “fair market value” shall mean volume weighted
average price of our Class A common stock as reported during 10 trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to the holders of warrants.
In
addition, if a registration statement covering the shares of our Class A common stock issuable upon exercise of the warrants is
not effective within a specified period following the consummation of our initial business combination, warrantholders may, until
such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis, For purposes of calculating the number of shares issuable upon
such cashless exercise, the “fair market value” of warrants shall be calculated using the volume weighted average
sale price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which notice of
exercise is received by the warrant agent.
If
we choose to require holders to exercise their warrants on a cashless basis, which we may do at our sole discretion, or if holders
elect to do so when there is no effective registration statement, the number of shares of our Class A common stock received by
a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example,
if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of our Class A
common stock have a fair market value per share of $17.50 per share, then upon the cashless exercise, the holder will receive
300 shares of our Class A common stock. The holder would have received 875 shares of our Class A common stock if the exercise
price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment
in our company because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise
of the warrants they hold.
Our
warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult
to effectuate our business combination.
We
issued warrants to purchase 11,862,500 shares of our Class A common stock as part of the units offered by our initial public offering
and, simultaneously with the closing of our initial public offering, we issued in private placements an aggregate of 6,771,000
private placement warrants, each exercisable to purchase for $11.50 either one share of our Class A common stock or, in certain
circumstances, one Class A Unit of Opco (and corresponding share of our Class B common stock). In addition, we may issue up to
approximately 7.8 million shares of Class A common stock to Atlas Point Fund in connection with our initial business combination
pursuant to the forward purchase agreement. The founder shares are exchangeable for shares of our Class A common stock on a one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to
further adjustment as set forth herein. In addition, if our sponsor makes any working capital loans, it may convert those loans
into up to an additional 1,000,000 private placement warrants, at the price of $1.00 per warrant. To the extent we issue shares
of our Class A common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional
shares of our Class A common stock upon exercise of these warrants and exchange rights could make us a less attractive acquisition
vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our Class A common
stock and reduce the value of the shares of our Class A common stock issued to complete the business combination. Therefore, our
warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring
the target business.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
If
we issue additional shares of common stock or equity-linked securities or capital raising purposes in connection with the closing
of our initial business combination at a newly issued price of less than $9.20 per share of common stock, then the exercise price
of the warrants will be adjusted to equal 115% of the newly issued price. This may make it more difficult for us to consummate
an initial business combination with a target business.
The
market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
The
price of our securities may vary significantly due to one or more potential business combinations and general market or economic
conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.
You may be unable to sell your securities unless a market can be established and sustained.
Because
we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial
significance tests include target historical and/or pro forma financial statement disclosure. We will include the same financial
statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.
These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally
accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International
Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to
be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These
financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be
unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy
rules and complete our initial business combination within the prescribed time frame.
We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage
of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this
could make our securities less attractive to investors and may make it more difficult to compare our performance with other public
companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are
not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access
to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances
could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds
$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following
December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.
If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our
securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading
prices of our securities may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We
have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of
our common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter or (ii)
our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced
disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
We have identified material weaknesses
in our internal control over financial reporting. We may identify additional material weaknesses in the future or otherwise fail to maintain
an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail
to meet our reporting obligations.
Following the issuance of
the SEC Staff Statement on April 12, 2021, after consultation with our management, our audit committee concluded that, in light of the
SEC Statement, it was appropriate to restate our previously issued (i) audited balance sheet dated as of October 26, 2020 which was related
to its initial public offering and (ii) audited financial statements as of December 31, 2020 and for the period from September 1, 2020
(inception) through December 31, 2020 as reported in the Company’s Annual Report on Form 10-K filed with the SEC on May 13, 2021
(collectively, the “Affected Periods Amendment No. 1”).
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our
management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes
and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As described in Amendment
No. 1, we identified a material weakness in our internal control over financial reporting related to the accounting for a significant
and unusual transaction related to the warrants we issued in connection with our initial public offering in October 2020. As a result
of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31,
2020. This material weakness resulted in a material misstatement of our derivative warrant liabilities, change in fair value of derivative
warrant liabilities, Class A common stock subject to possible redemption, accumulated deficit and related financial disclosures for the
Affected Periods Amendment No. 1. For a discussion of management’s consideration of the material weakness identified related to
our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering,
see “Note 2—Restatement of Previously Issued Financial Statements” to the financial statements in Amendment No.
1, as well as Part II, Item 9A. “Controls and Procedures” included in this Annual Report.
As described elsewhere in
this Amendment No. 2, we have identified a material weakness in our internal control over financial reporting related to the Company’s
application of ASC 480-10-S99-3A to its accounting classification of the public shares. As a result of this material weakness, our management
has concluded that our internal control over financial reporting was not effective as of December 31, 2020. Historically, a portion of
the public shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that
the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described
in the Charter. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets.
Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.
For a discussion of management’s consideration of the material weakness identified related to the Company’s application of
ASC 480-10-S99-3A to its accounting classification of the Public Share, see Note 2 to the accompanying financial statements, as well as
Part II, Item 9A. “Controls and Procedures” included in this Amendment No. 2.
As described in Part II, Item
9A. “Controls and Procedures,” we have concluded that our internal control over financial reporting was ineffective as of
December 31, 2020 because material weaknesses existed in our internal control over financial reporting. We have taken a number of measures
to remediate the material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner
or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner
and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be
subject to sanctions or investigations by the stock exchange on which our Class A common stock are listed, the SEC or other regulatory
authorities. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4,
which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition.
In either case, there could result a material adverse effect on our business. The existence of material weaknesses or significant deficiencies
in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative
effect on the trading price of our stock. In addition, we will incur additional costs to remediate material weaknesses in our internal
control over financial reporting, as described in Part II, Item 9A. “Controls and Procedures.”
We can give no assurance that
the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material
weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal
control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls
and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to
facilitate the fair presentation of our financial statements.
The warrants are accounted for as a liability
and the changes in fair value of the warrants may have an adverse effect on our financial results and the market price of our common stock.
On April 12, 2021, the Staff
of the SEC released a statement informing market participants that warrants issued by special purpose acquisition companies may require
classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. As a
result such statement, we reevaluated the accounting treatment of our warrants, which were classified as equity, and determined to classify
the warrants as a liability measured at fair value, with changes in fair value each period reported in earnings. Due to the recurring
fair value measurement, we expect to recognize non-cash gains or losses on the warrants each reporting period, and the amount of such
gains or losses could be material, which may cause our consolidated financial statements and results of operations to fluctuate quarterly
and may have an adverse impact on the market price of our common stock.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial
financial and management resources, and increase the time and costs of completing our initial business combination.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual
Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or
an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be
required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome for us as compared to other public companies because a target business with which we seek to complete
our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal
controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.
Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the
price investors might be willing to pay in the future for our Class A common stock and could entrench management.
Our
amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that
stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability
of the board of directors to designate the terms of and issue new series of preferred stock, which may make the removal of management
more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices
for our securities.
We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these
provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment
of a premium over prevailing market prices for our securities.
Provisions
in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against
our directors and officers.
Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions (other than
actions arising under the Securities Act or the Exchange Act) may be brought only in the Court of Chancery in the State of Delaware
(or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject
matter jurisdiction) and, if brought outside of Delaware, the stockholder bringing such suit will be deemed to have consented
to service of process on such stockholder’s counsel. This provision may limit a stockholder’s ability to bring a claim
in a judicial forum that it finds favorable for disputes with us and our directors, officers or other employees and may have the
effect of discouraging lawsuits against our directors and officers.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial
loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those
of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against,
or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination
of them, could have adverse consequences on our business and lead to financial loss.
If
we pursue a target business with operations or opportunities outside of the United States for our initial business combination,
we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination,
and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact
our operations.
If
we pursue a target a company with operations or opportunities outside of the United States for our initial business combination,
we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing
to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction
approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange
rates.
If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
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higher
costs, complexity and difficulties inherent in executing cross-border transactions, managing
cross-border business operations, and complying with different commercial and legal requirements
of overseas markets;
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rules
and regulations regarding currency redemption;
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laws
governing the manner in which future business combinations may be effected;
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exchange
listing and/or delisting requirements;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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local
or regional economic policies and market conditions;
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unexpected
changes in regulatory requirements;
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tax
issues, including limits on our ability to change our tax residence from the United States,
complex withholding or other tax regimes which may apply in connection with our business
combination or to our structure following our business combination, variations in tax
laws as compared to the United States, and potential changes in the applicable tax laws
in the United States and/or relevant non-U.S. jurisdictions;
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currency
fluctuations and exchange controls;
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challenges
in collecting accounts receivable;
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cultural
and language differences;
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employment
regulations;
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underdeveloped
or unpredictable legal or regulatory systems;
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protection
of intellectual property;
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social
unrest, crime, strikes, riots and civil disturbances;
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regime
changes and political upheaval;
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terrorist
attacks and wars; and
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deterioration
of political relations with the United States.
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We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial
business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our
business, financial condition and results of operations.
Our
initial business combination and our structure thereafter may not be tax-efficient to our stockholders and warrantholders. As
a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
Although
we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex,
the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.
For example, in connection with our initial business combination and subject to requisite stockholder approval, we may structure
our business combination in a manner that requires stockholders and/or warrantholders to recognize gain or income for tax purposes.
We do not intend to make any cash distributions to stockholders or warrantholders to pay taxes in connection with our business
combination or thereafter. Accordingly, a stockholder or a warrant holder may need to satisfy any liability resulting from our
initial business combination with cash from its own funds or by selling all or a portion of such holder’s shares or warrants.
In addition, we may effect a business combination with a target company in another jurisdiction or reincorporate in a different
jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). As a result,
stockholders and warrantholders may be subject to additional income, withholding or other taxes with respect to their ownership
of us after our initial business combination.
In
addition, we may effect a business combination with a target company that has business operations outside of the United States,
and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to
significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and
subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may
have a heightened risk related to audits or examinations by taxing authorities. This additional complexity and risk could have
an adverse effect on our after-tax profitability and financial condition.
Our
organizational structure confers certain benefits upon our initial stockholders that will not benefit the holders of our Class
A common stock to the same extent as it will benefit our initial stockholders.
We
are a holding company and will not have material assets other than our ownership of Opco Units. Subject to the obligation of Opco
to make tax distributions and to reimburse us for our corporate and other overhead expenses, we will have the right to determine
whether to cause Opco to make non-liquidating distributions, and the amount of any such distributions. We do not anticipate causing
Opco to make any such distributions (other than tax distributions) to holders of Opco Units (including Rice Acquisition Corp.)
prior to our initial business combination, other than required redemptions of Class A Units of Opco held by us in connection with
a redemption of public shares. If Opco makes distributions after our initial business combination, the initial stockholders will
be entitled to receive equivalent distributions from Opco on a pro rata basis. However, because we must pay taxes, amounts we
may distribute as dividends to holders of our Class A common stock are expected to be less on a per share basis than the amounts
distributed by Opco to the initial stockholders on a per unit basis.
If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend
time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the
management of the target business at the time of the business combination will remain in place. Management of the target business
may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they
may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead
to various regulatory issues which may adversely affect our operations.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of
our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be
subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in
which we operate.
The
economic, political and social conditions, as well as government policies, of the country in which our operations are located
could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such
growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a
slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain
industries could materially and adversely affect our ability to find an attractive target business with which to consummate our
initial business combination and if we effect our initial business combination, the ability of that target business to become
profitable.
Exchange
rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to
be diminished
In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar
equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.
The value of the currencies in non-U.S. regions fluctuates and is affected by, among other things, changes in political and economic
conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of
any target business or, following consummation of our initial business combination, our financial condition and results of operations.
Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination,
the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate
such transaction.