Item 1.01 Entry into a Material Definitive Agreement.





Stockholders Agreement

On the Closing Date, pursuant to the terms of the Business Combination Agreements, RAC, RAC Opco, RAC Buyer, Rice Acquisition Sponsor LLC, a Delaware limited liability company (the "Sponsor"), and certain stockholders of the Combined Company that are affiliated with the Companies entered into a stockholders' agreement (the "Stockholders Agreement").

Pursuant to the terms of the Stockholders Agreement, among other things, (i) the board of directors of the Company (the "Board") shall initially consist of seven members, (ii) the holders of a majority of the Company Interests (as defined in the Stockholders Agreement) held by the RAC Sponsor Holders (as defined in the Stockholders Agreement) will have the right to designate two directors for appointment or election to the Board during the term of the Stockholders Agreement, (iii) the Ares Investor (as defined in the Stockholders Agreement) will have the right to designate one director for appointment or election to the Board for so long as the Ares Investor holds at least 50% of the Registrable Securities (as defined in the Stockholders Agreement) held by it on the Closing Date, (iv) the Board shall take all necessary action to designate the person then serving as the Chief Executive Officer of the Company for appointment or election to the Board during the term of the Stockholders Agreement and (v) the Board will have the right to designate three independent directors (the "Independent Directors") for appointment or election to the Board during the term of the Stockholders Agreement. Until the Ares Investor no longer holds at least 50% of the Registrable Securities held by it on the Closing Date, the Aria Holders have the right to consult on the persons to be designated as Independent Directors. If neither of the two directors nominated by the RAC Sponsor Holders are reasonably determined to be "independent directors," the Board shall be permitted in its sole discretion to increase the size of the Board to nine members and to fill the two additional directorships with two additional "independent directors" nominated by the Board.





                                       1

Additionally, pursuant to the terms of the Stockholders Agreement, the Company Holders (as defined in the Stockholders Agreement) were granted certain . . .

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, and contemporaneously with entry into the New Credit Agreement, Archaea Borrower terminated the Credit Agreement, dated as of November 10, 2020 (as amended, restated and otherwise modified, the "Prior Archaea Credit Agreement"), among Archaea Holdings, LLC, Big Run Power Producers, LLC and Comerica Bank. In connection with the termination of the Prior Archaea Credit Agreement, on the Closing Date, all outstanding obligations for principal, interest and fees under the Prior Archaea Credit Agreement were paid off in full and all liens securing obligations under the Prior Archaea Credit Agreement were released.

On the Closing Date, and contemporaneously with entry into the New Credit Agreement, Archaea Borrower terminated the Promissory Note, dated as of November 10, 2020 (as amended, restated and otherwise modified, the "Prior Noble Note"), made by Archaea Holdings, LLC and Big Run Power Producers, LLC payable to Noble Environmental, Inc. In connection with the termination of the Prior Noble Note, on the Closing Date, all outstanding obligations for principal, interest and fees under the Prior Noble Note were paid off in full and all liens securing obligations under the Prior Noble Note were released.

On the Closing Date, and contemporaneously with entry into the New Credit Agreement, Archaea Borrower terminated the Credit Agreement, dated as of May 27, 2015 (as amended, restated and otherwise modified, the "Prior Aria Credit Agreement" and, together with the Prior Archaea Credit Agreement, the "Prior Credit Facilities"), among Aria Energy LLC, Aria Energy Operating LLC, Barclays Bank PLC, as administrative agent, Comerica Bank, as revolving administrative and collateral agent, and the other lenders from time to time party thereto. In connection with the termination of the Prior Aria Credit Agreement, on the Closing Date, all outstanding obligations for principal, interest and fees under the Prior Aria Credit Agreement were paid off in full and all liens securing obligations under the Prior Aria Credit Agreement were released.

The Prior Credit Facilities were replaced by the Facilities described in Item 1.01 above.

The lenders under the Prior Credit Facilities are full service financial institutions engaged in various activities, which may include securities . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.

Pursuant to the Aria Merger Agreement, the aggregate merger consideration payable upon closing of the Aria Merger to Aria Holders was approximately $680.0 million, subject to certain adjustments set forth in the Aria Merger Agreement for, among other things, Aria's cash, indebtedness, unpaid transaction expenses and certain capital expenditures (the "Aria Closing Merger Consideration"). The Aria Closing Merger Consideration consisted of both cash consideration and consideration in the form of newly issued Opco Class A units and newly issued shares of the Company's Class B common stock, par value $0.0001 per share ("Class B Common Stock"). The cash component of the Aria Closing Merger Consideration was an amount equal to $450.0 million, subject to certain adjustments set forth in the Aria Merger Agreement. The remainder of the Aria Closing Merger Consideration consisted of 23.0 million Opco Class A units and 23.0 million shares of Class B Common Stock.

Pursuant to the Archaea Merger Agreement, the aggregate merger consideration payable upon closing of the Archaea Merger to Archaea Holders was approximately $347.0 million, subject to certain adjustments set forth in the Archaea Merger Agreement for, among other things, Archaea's cash, indebtedness, unpaid transaction expenses and certain capital expenditures (the "Archaea Closing Merger Consideration"). The Archaea Closing Merger Consideration consisted of newly issued Opco Class A units and newly issued shares of Class B Common Stock based on a value of $10.00 per share.

The material terms and conditions of the Business Combination Agreements are described in greater detail in the section of the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on August 12, 2021 (the "Proxy Statement") entitled "Proposal No. 1 - The Business Combination Proposal" beginning on page 91, which information is incorporated herein by reference.





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                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The description of the Aria Closing Merger Consideration and the Archaea Closing Merger Consideration set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the shares of Class B Common Stock issued as Aria Closing Merger Consideration and Archaea Closing Merger Consideration, the shares of Class A Common Stock issued in the PIPE Financing and the warrants to Atlas pursuant to the FPA were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.

Item 3.03 Material Modification to Rights of Security Holders.

On the Closing Date, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate") with the Secretary of State of the State of Delaware and the Certificate of Amendment of the Certificate of Incorporation of the Company (the "Certificate Amendment"), both of which became effective on such date. The material terms of the A&R Certificate and the general effect upon the rights of holders of the Company's capital stock are described in the sections of the Proxy Statement entitled "Proposal No. 3 - The Charter Proposal and the Governance Proposals" beginning on page 152, which information is incorporated herein by reference. A copy of the A&R Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Certificate Amendment was filed to change the name of the Company from Rice Acquisition Corp. to Archaea Energy Inc. A copy of the Certificate Amendment is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, upon the Closing, pursuant to the terms of the Business Combination Agreements, the Company amended and restated its bylaws, effective on the Closing Date, to, among other things, change the name of the Company from Rice Acquisition Corp. to Archaea Energy Inc., provide additional procedures for advance notice for business and nominations of directors at annual meetings of stockholders, add provisions to unify with the Stockholders Agreement and remove provisions that are no longer applicable (e.g., those that by their terms applied only prior to the Company's initial public offering). A copy of the Company's Amended and Restated Bylaws is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.





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Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Previous independent registered public accounting firm

On September 20, 2021, the Audit Committee dismissed WithumSmith+Brown, PC ("Withum"), the Company's independent registered public accounting firm prior to the Business Combinations.

The report of Withum on the financial statements of RAC as of December 31, 2020, and for the period from September 1, 2020 (inception) through December 31, 2020, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such audit report emphasized the restatement of RAC's financial statements due to its change in accounting for warrants.

During the period from September 1, 2020 (inception) through December 31, 2020, and the subsequent period through the date of Withum's dismissal , there were no disagreements between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company's financial statements for such period.

During the period from September 1, 2020 (inception) through December 31, 2020, and the subsequent period through the date of Withum's dismissal, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

The Company has provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above in this Item 4.01(a). A copy of Withum's letter, dated September 21, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New independent registered public accounting firm

On September 20, 2021, the Audit Committee approved the engagement of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements as of and for the year ending December 31, 2021. KPMG served as the independent registered public accounting firm of Archaea Energy LLC and Aria prior to the Closing. During the years ended December 31, 2020 and December 31, 2019 and the subsequent interim period prior to engaging KPMG, the Company did not consult with KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement of any type described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act or a "reportable event" (as defined in Item 304(a)(1)(v) of . . .

Item 5.01 Changes in Control of Registrant.

The information set forth in the "Introductory Note" and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Executive Officers

Information with respect to the Company's directors and executive officers before and after the consummation of the Business Combinations is set forth in the Proxy Statement in the sections entitled "Information About the Combined Company - Our Management Team" beginning on page 178 and "Management After the Business Combinations" beginning on page 225 and "Proposal No. 4 - The Director Election Proposal" beginning on page 154, which are incorporated herein by reference.

The information regarding the Company's officers and directors set forth under the headings "Directors and Executive Officers" and "Executive Compensation" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Closing, each of the Company's executive officers prior to the Closing resigned from his respective position as an executive officer of the Company, in each case effective as of the effective time of the Closing.





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Director Compensation

The information set forth under the heading "Director Compensation" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combinations, which fulfilled the definition of an "initial business combination" as required by the Company's Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the Closing. The material terms of the Business Combinations are described in the section of the Proxy Statement entitled "Proposal No. 1 - The Business Combination Proposal" beginning on page 91, which information is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The consolidated financial statements of Aria Energy LLC, together with the notes thereto, included in the Proxy Statement on pages F-74 through F-101 and the consolidated financial statements of Archaea Energy LLC, together with the notes thereto, included in the Proxy Statement on pages F-130 through F-155 are incorporated by reference into this Current Report on Form 8-K.

The unaudited consolidated financial statements of Archaea Energy LLC as of June 30, 2021 and for the six months ended June 30, 2021, together with the notes thereto, are filed as Exhibit 99.1 and incorporated herein by reference. The unaudited consolidated financial statements of Aria Energy LLC as of June 30, 2021 and for the six months ended June 30, 2021, together with the notes thereto, are filed as Exhibit 99.2 and incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of June 30, 2021 and for the six months ended June 30, 2021 and for the year ended December 31, 2020 is filed as Exhibit 99.3 and incorporated herein by reference.





(d) Exhibits.



Exhibit
Number                                   Description
2.1+         Business Combination Agreement, dated as of April 7, 2021, by and
           among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG Intermediate Co,
           LLC, Rice Acquisition Holdings LLC, Aria Energy LLC, Aria Renewable
           Energy Systems LLC, solely in its capacity as representative of the
           Company Unitholders (as defined therein), and solely for purposes
           of Section 2.2, Article IV, Article V, Article VI and Article XI, Rice
           Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the
           Company's Current Report on Form 8-K, filed with the SEC on April 8,
           2021).

2.2+         Amendment No. 1 to Business Combination Agreement, dated as of May
           12, 2021, to the Business Combination Agreement, dated as of April 7,
           2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG
           Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC,
           Aria Renewable Energy Systems LLC, solely in its capacity as
           representative of the Company Unitholders (as defined therein), and
           solely for purposes of Section 2.2, Article IV, Article V, Article VI
           and Article XI, Rice Acquisition Corp. (incorporated by reference to
           Exhibit 2.3 to the Company's Quarterly Report on Form 10-Q, filed with
           the SEC on August 13, 2021).

2.3+         Amendment No. 2 to the Business Combination Agreement, dated as of
           June 11, 2021, to the Business Combination Agreement, dated as of April
           7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG
           Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC,
           Aria Renewable Energy Systems LLC, solely in its capacity as
           representative of the Company Unitholders (as defined therein), and
           solely for purposes of Section 2.2, Article IV, Article V, Article VI
           and Article XI, Rice Acquisition Corp. (incorporated by reference to
           Exhibit 2.4 to the Company's Quarterly Report on Form 10-Q, filed with
           the SEC on August 13, 2021).

2.4+         Amendment No. 3 to the Business Combination Agreement, dated as of
           August 3, 2021, to the Business Combination Agreement, dated as of
           April 7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC,
           LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy
           LLC, Aria Renewable Energy Systems LLC, solely in its capacity as
           representative of the Company Unitholders (as defined therein), and
           solely for purposes of Section 2.2, Article IV, Article V, Article VI
           and Article XI, Rice Acquisition Corp. (incorporated by reference to
           Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q, filed with
           the SEC on August 13, 2021).




                                      13





2.5+         Business Combination Agreement, dated as of April 7, 2021, by and
           among LFG Buyer Co, LLC, Fezzik Merger Sub, LLC, LFG Intermediate Co,
           LLC, Rice Acquisition Holdings LLC, Archaea Energy LLC, Archaea Energy
           II LLC and solely for purposes of Section 2.2, Article IV, Article V,
           Article VI and Article XI, Rice Acquisition Corp. (incorporated by
           reference to Exhibit 2.2 to the Company's Current Report on Form 8-K,
           filed with the SEC on April 8, 2021).

2.6+         Amendment No. 1 to the Business Combination Agreement, dated as of
           May 12, 2021, to the Business Combination Agreement, dated as of April
           7, 2021, by and among LFG Buyer Co, LLC, Fezzik Merger Sub, LLC, LFG
           Intermediate Co, LLC, Rice Acquisition Holdings LLC, Archaea Energy
           LLC, Archaea Energy II LLC and solely for purposes of Section 2.2,
           Article IV, Article V, Article VI and Article XI, Rice Acquisition
           Corp. (incorporated by reference to Exhibit 2.6 to the Company's
           Quarterly Report on Form 10-Q, filed with the SEC on August 13,
           2021).

3.1          Amended and Restated Certificate of Incorporation.

3.2          Certificate of Amendment of the Certificate of Incorporation.

3.3          Bylaws.

4.1          Specimen Class A Common Stock Certificate (incorporated by reference
           to Exhibit 4.2 to the Company's Registration Statement on Form S-1
           filed with the SEC on October 15, 2020).

4.2          Specimen Warrant Certificate (incorporated by reference to Exhibit
           4.3 to the Company's Registration Statement on Form S-1, filed with the
           SEC on October 15, 2020).

4.3          Warrant Agreement, dated October 21, 2020, by and among Rice
           Acquisition Corp., Rice Acquisition Holdings LLC and Continental Stock
           Transfer & Trust Company, as warrant agent (incorporated by reference
           to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with
           the SEC on October 27, 2020).

10.1         Amended and Restated Securities Subscription Agreement, dated as of
           September 10, 2020 and effective as of September 1, 2020, between Rice
           Acquisition Corp. and Rice Acquisition Sponsor LLC (incorporated by
           reference to Exhibit 10.5 to the Company's Registration Statement on
           Form S-1, filed with the SEC on October 6, 2020).

10.2         Forward Purchase Agreement, dated as of September 30, 2020, by and
           among Rice Acquisition Corp., Rice Acquisition Sponsor LLC, Rice
           Acquisition Holdings LLC and Atlas Point Energy Infrastructure Fund,
           LLC (incorporated by reference to Exhibit 10.11 to the Company's
           Registration Statement on Form S-1, filed with the SEC on October 6,
           2020).

10.3         Amendment to Forward Purchase Agreement, dated as of April 7, 2021,
           by and among Rice Acquisition Corp., Rice Acquisition Sponsor LLC, Rice
           Acquisition Holdings LLC and Atlas Point Energy Infrastructure Fund,
           LLC (incorporated by reference to Exhibit 10.2 to the Company's Current
           Report on Form 8-K, filed with the SEC on April 8, 2021).

10.4         Letter Agreement, dated as of October 21, 2020, among Rice
           Acquisition Corp., Rice Acquisition Sponsor LLC, Atlas Point Energy
           Infrastructure Fund, LLC and the Insiders (as defined therein)
           (incorporated by reference to Exhibit 10.1 to the Company's Current
           Report on Form 8-K, filed with the SEC on October 27, 2020).

10.5         Investment Management Trust Agreement, dated as of October 21, 2020,
           by and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and
           Continental Stock Transfer & Trust Company (incorporated by reference
           to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with
           the SEC on October 27, 2020).

10.6         Registration Rights Agreement, dated as of October 21, 2020, by and
           among Rice Acquisition Corp., Rice Acquisition Sponsor LLC, Atlas Point
           Energy Infrastructure Fund, LLC, and certain other security holders
           named therein (incorporated by reference to Exhibit 10.3 to the
           Company's Current Report on Form 8-K, filed with the SEC on October 27,
           2020).

10.7         Administrative Services Agreement, dated as of October 21, 2020, by
           and among Rice Acquisition Corp., Rice Acquisition Holdings LLC and
           Rice Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4
           to the Company's Current Report on Form 8-K, filed with the SEC on
           October 27, 2020).

10.8         Private Placement Warrants and Warrants Rights Purchase Agreement,
           dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice
           Acquisition Holdings LLC and Rice Acquisition Sponsor LLC (incorporated
           by reference to Exhibit 10.5 to the Company's Current Report on Form
           8-K, filed with the SEC on October 27, 2020).




                                      14





10.9         Private Placement Warrants and Warrants Rights Purchase Agreement,
           dated as of October 21, 2020, by and among Rice Acquisition Corp., Rice
           Acquisition Holdings LLC and Atlas Point Energy Infrastructure Fund,
           LLC (incorporated by reference to Exhibit 10.6 to the Company's Current
           Report on Form 8-K, filed with the SEC on October 27, 2020).

10.10        Form of Subscription Agreement (incorporated by reference to Exhibit
           10.1 to the Company's Current Report on Form 8-K, filed with the SEC on
           April 8, 2021).

10.11        Form of Indemnification Agreement between the Company and each of its
           directors and executive officers (incorporated by reference to Exhibit
           10.8 to the Company's Registration Statement on Form S-1 filed on
           October 15, 2020).

10.12+       Second Amended and Restated Limited Liability Company Agreement of
           LFG Acquisition Holdings LLC, dated as of September 15, 2021  .

10.13+       Stockholders' Agreement, dated as of September 15, 2021, by and among
           LFG Buyer Co LLC, the stockholders listed on Schedule I thereto, Rice
           Acquisition Holdings LLC, Rice Acquisition Sponsor LLC and Rice
           Acquisition Corp.

10.14#       Archaea Energy Inc. 2021 Omnibus Incentive Plan.

10.15#       Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit
           Agreement under the Archaea Energy Inc. 2021 Omnibus Incentive Plan.

10.16#       Form of Stock Grant Notice and Stock Award Agreement under the
           Archaea Energy Inc. 2021 Omnibus Incentive Plan.

10.17+       Revolving Credit and Term Loan Agreement, dated as of September 15,
           2021, by and among Comerica Bank as Administrative Agent, Joint Lead
           Arranger and Sole Bookrunner, Citizens Bank, N.A. as Joint Lead
           Arranger, the co-syndication agents named therein and Archaea Energy
           Operating LLC and LFG Holdings LLC, as borrowers.

16.1         Letter from WithumSmith+Brown, PC to the SEC.

21.1         Subsidiaries of the registrant.

99.1         Unaudited Consolidated Financial Statements of Archaea Energy LLC and
           its subsidiaries as of June 30, 2021 and for the six months ended June
           30, 2021 and 2020.

99.2         Unaudited Consolidated Financial Statements of Aria Energy LLC and
           its subsidiaries as of June 30, 2021 and for the six months ended June
           30, 2021 and 2020.

99.3         Unaudited Pro Forma Condensed Combined Financial Statements of the
           Company and its subsidiaries as of June 30, 2021 and for the six months
           ended June 30, 2021 and the year ended December 31, 2020.

99.4         Management's Discussion and Analysis of Financial Condition and
           Results of Operations for Archaea Energy LLC for the six months ended
           June 30, 2021 and 2020.

99.5         Management's Discussion and Analysis of Financial Condition and
           Results of Operations for Aria Energy LLC for the six months ended June
           30, 2021 and 2020.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

+ The Company agrees to furnish supplementally to the SEC a copy of any omitted

schedule or exhibit upon the request of the SEC in accordance with Item

601(a)(5) of Regulation S-K.

# Management contract or compensatory plan or arrangement.






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