UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant    

Filed by a party other than the Registrant    

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

Rice Acquisition Corp.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED JULY 29, 2021

RICE ACQUISITION CORP.
102 East Main Street, Second Story
Carnegie, Pennsylvania 15106

To the Stockholders of Rice Acquisition Corp.:

You are cordially invited to attend the special meeting (the “Special Meeting”) of the stockholders of Rice Acquisition Corp. (“RAC,” “we,” “our” or “us”), which will be held via live webcast at         a.m., Eastern Time, on         , 2021.

On April 7, 2021, RAC entered into (i) the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Aria Merger Agreement”) by and among RAC, Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC (“RAC Opco”), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited liability company (“Aria”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company (the “Aria Equityholder Representative”), pursuant to which, among other things, Aria Merger Sub will merge with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Aria Merger Agreement, the “Aria Merger”), and (ii) the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Archaea Merger Agreement” and, together with the Aria Merger Agreement, the “Business Combination Agreements”), by and among RAC, RAC Opco, RAC Intermediate, RAC Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea Energy LLC, a Delaware limited liability company (“Archaea Seller”), and Archaea Energy II LLC, a Delaware limited liability company (“Archaea II” and, together with Archaea Seller, “Archaea”), pursuant to which, among other things, Archaea Merger Sub will merge with and into Archaea II, with Archaea II surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Archaea Merger Agreement, the “Archaea Merger” and, together with the Aria Merger, the “Business Combinations”). The consummation of the Aria Merger is conditioned on the consummation of the Archaea Merger and vice versa. You are being asked to vote on the Business Combinations and related matters.

Pursuant to the Aria Merger Agreement, the aggregate merger consideration payable upon closing of the Aria Merger to Aria Holders is expected to be 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 will consist of both cash consideration and consideration in the form of newly issued Class A units of RAC Opco and newly issued shares of Class B Common Stock, par value $0.0001 per share, of RAC (“Class B Common Stock”). The cash component of the Aria Closing Merger Consideration will be 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 will consist of 23.0 million Class A units of RAC Opco 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 is expected to be 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 will consist of newly issued Class A units of RAC Opco and newly issued shares of Class B Common Stock at a value of $10.00 per share.

Following the closing of the Business Combinations (the “Closing”), we will retain our “up-C” structure, whereby all of the equity interests in Aria and Archaea (together, the “Companies”) will be held by RAC Buyer, all of the equity interests in RAC Buyer will be held by RAC Intermediate, all of the equity interests in RAC Intermediate will be held by RAC Opco and RAC’s only assets will be its equity interests in RAC Opco. Following the Closing, RAC will be renamed Archaea Energy Inc. (the “Combined Company”).

 

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The Class A Common Stock, par value $0.0001 per share, of RAC (“Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”) and warrants exercisable for Class A Common Stock are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “RICE” and “RICE WS,” respectively. Certain shares of Class A Common Stock and certain warrants currently trade as units (the “Units”), each of which consists of one share of Class A Common Stock and one-half of one redeemable warrant. The Units are listed on the NYSE under the symbol “RICE U.” The Units will automatically separate into their component securities upon consummation of the Business Combinations and, as a result, will no longer trade as an independent security. We intend to apply to continue the listing of the Class A Common Stock and the warrants on the NYSE under the symbols “LFG” and “LFG WS,” respectively, upon the Closing. References herein to “Class B Common Stock,” “Class A Common Stock” and “Common Stock” are to those of RAC (prior to the Closing) or the Combined Company (upon and after the Closing).

In connection with the Closing, RAC, RAC Buyer, RAC Opco, Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and certain other individuals affiliated with the Companies will enter into a stockholders agreement (the “Stockholders Agreement”), a copy of the form of which is attached to the accompanying proxy statement as Annex C, which provides that, among other things, (i) the board of directors of the Combined Company (the “Combined Company Board”) is expected to 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 Combined Company 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 Combined Company 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 date that the Business Combinations are consummated, (iv) the Combined Company Board shall take all necessary action to designate the person then serving as the Chief Executive Officer of the Combined Company for appointment or election to the Combined Company Board during the term of the Stockholders Agreement and (v) the Board shall designate three independent directors (the “Independent Directors”) to serve on the Combined Company Board during the term of the Stockholders Agreement. If neither of the two directors nominated by the RAC Sponsor Holders are reasonably determined, based on the advice of the Combined Company’s counsel, to be “independent directors” for purposes of NYSE rules, the Combined Company 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 Combined Company Board. The Ares Investor shall also have the right to consult on the persons to be designated as Independent Directors for so long as the Ares Investor holds at least 50% of the Registrable Securities held by it on the date that the Business Combinations are consummated.

Concurrently with the execution of the Business Combination Agreements, on April 7, 2021, RAC entered into subscription agreements (each, a “Subscription Agreement” and together, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase from RAC, and RAC has agreed to issue and sell to the PIPE Investors, an aggregate of 30.0 million newly issued shares of Class A Common Stock for an aggregate purchase price of $300.0 million, on the terms and subject to the conditions set forth therein (the “PIPE Investment”). Each Subscription Agreement contains customary conditions to closing, including the substantially concurrent consummation of the Business Combinations.

At the Special Meeting, RAC stockholders will be asked to consider and vote upon a proposal to approve the Aria Merger, the Archaea Merger and related matters. In particular, you will be asked to consider and vote on the following proposals:

•        Proposal No. 1(a):    A proposal (the “Aria Business Combination Proposal”) to approve and adopt the Aria Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the Aria Merger.

•        Proposal No. 1(b):    A proposal (the “Archaea Business Combination Proposal” and, together with the Aria Business Combination Proposal, the “Business Combination Proposal”) to approve and adopt the Archaea Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex B, and approve the Archaea Merger.

 

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•        Proposal No. 2:    A proposal (the “NYSE Proposal”) to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by RAC of Common Stock in the Business Combinations and the PIPE Investment in an amount equal to 20% or more of the amount of RAC’s issued and outstanding shares of Common Stock immediately prior to such issuance.

•        Proposal No. 3:    A proposal to approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Amended and Restated Certificate of Incorporation of the Combined Company (the “Combined Company Charter”), a copy of the form of which is attached to the accompanying proxy statement as Annex D (the “Charter Proposal”), which, if approved, would take effect upon the Closing.

In addition to the approval of the Combined Company Charter, the stockholders are also separately being presented with the following proposals (the “Governance Proposals”), for approval on a non-binding advisory basis, in accordance with the Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Combined Company Charter:

–       Proposal No. 3(a):    A proposal to increase the total number of authorized shares of all classes of capital stock to         shares, consisting of (i)         shares of Class A Common Stock, (ii)         shares of Class B Common Stock and (iii)         shares of preferred stock, par value $0.0001 per share.

–       Proposal No. 3(b):    A proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Combined Company consents in writing to the selection of an alternative forum.

–       Proposal No. 3(c):    A proposal to remove provisions in RAC’s current Amended and Restated Certificate of Incorporation (the “Existing Charter”) related to our status as a blank check company that will no longer apply upon the consummation of the Business Combinations.

•        Proposal No. 4:    A proposal (the “Director Election Proposal”) for holders of Class B Common Stock to elect, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, seven directors to serve staggered terms on the board of directors of the Combined Company until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified.

•        Proposal No. 5:    A proposal (the “Incentive Plan Proposal”) to approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, the Archaea Energy Inc. 2021 Incentive Plan (the “2021 Plan”), a copy of the form of which is attached to this proxy statement as Annex F.

•        Proposal No. 6:    A proposal (the “Adjournment Proposal”) to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal or the Incentive Plan Proposal.

Each of these proposals is more fully described in the accompanying proxy statement, which we urge you to read carefully in its entirety, including the annexes and accompanying financial statements of RAC, Aria and Archaea.

After careful consideration, the board of directors of RAC (the “Board”) has unanimously approved the Business Combination Agreements and the Business Combinations contemplated thereby and determined that each of the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal is in the best interests of RAC and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

 

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Because Archaea is currently majority-owned and controlled by Rice Investment Group (an affiliate of RAC and the Sponsor), RAC created a special committee, composed of the independent directors of RAC (the “Special Committee”), to negotiate the Business Combinations. The Business Combinations were unanimously recommended to the Board by the Special Committee and were approved by the Board based on the Special Committee’s unanimous recommendation. In considering the recommendation of our Board and the Special Committee to vote for the Proposals, stockholders should be aware that aside from their interests as stockholders, our Sponsor, Archaea, and certain members of our Board and officers, and certain Archaea officers have interests in the Business Combinations that may be different from, or in addition to, those of other stockholders generally. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combinations,” “Risk Factors” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

Prior to our initial business combination, only holders of Class B Common Stock will have the right to vote on the election of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of Class A Common Stock and holders of Class B Common Stock vote together as a single class, with each share entitling the holder to one vote.

Approval of the Aria Merger Proposal and approval of the Archaea Merger Proposal each requires the affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Common Stock and (ii) a majority in voting power of the outstanding shares of Common Stock not held by affiliates or associates of Rice Investment Group. Approval of the Charter Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock. Approval of the NYSE Proposal, the Governance Proposals, the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by RAC stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon.

The Sponsor, Atlas Point Energy Infrastructure Fund, LLC and certain of our officers and directors entered into a letter agreement at the time of RAC’s initial public offering (the “IPO”), pursuant to which they agreed to vote any shares of capital stock of RAC owned by them in favor of the Business Combination Proposal and to waive their right to have their stock redeemed by RAC. As of the date hereof, such stockholders own approximately 20% of the total outstanding shares of Common Stock.

Pursuant to the Existing Charter, we are providing our Public Stockholders (as defined below) with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the Closing (the “Redemption Rights”). Our “Public Stockholders” are holders of shares of Class A Common Stock included as part of the Units sold in the IPO and shares of Class A Common Stock issued to the Sponsor prior to the IPO (such shares, the “Public Shares”), whether such shares were purchased in the IPO or in the secondary market following the IPO and whether or not such holders are affiliates of the Sponsor. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combinations. You will be entitled to receive cash for any shares of Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of Class A Common Stock or (b) hold Units and you elect to separate your Units into the underlying shares of Class A Common Stock and warrants prior to exercising your Redemption Rights with respect to the shares of Class A Common Stock; and

(ii)    prior to         , Eastern Time, on         , 2021 (two business days prior to the vote at the Special Meeting), (A) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your shares of Class A Common Stock for cash and (B) deliver your shares of Class A Common Stock to the Transfer Agent.

Public Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock, whether they vote “FOR” the Business Combination Proposal or not. If the Business Combinations are not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combinations are consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount then on deposit in RAC’s trust account that holds proceeds of the IPO (the

 

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Trust Account”), calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes of RAC, divided by the number of then-outstanding shares of Class A Common Stock and Class A units of RAC Opco (other than those held by RAC). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that RAC instruct the Transfer Agent to return the certificate. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of RAC Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Each redemption of shares of Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $237.3 million as of March 31, 2021 and which RAC intends to use for the purposes of consummating the Business Combinations within the time period described in the accompanying proxy statement and to pay deferred underwriting commissions to the underwriters of the IPO. The Aria Merger Agreement provides that RAC’s and Aria’s respective obligations to consummate the Aria Merger is conditioned on RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Aria Merger and any borrowings to occur on the closing date of the Aria Merger. Similarly, the Archaea Merger Agreement provides that RAC’s and Archaea’s respective obligations to consummate the Archaea Merger is conditioned on RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Archaea Merger and any borrowings to occur on the closing date of the Archaea Merger. The conditions to closing in the Aria Merger Agreement and the Archaea Merger Agreement are for the sole benefit of the parties to the respective Business Combination Agreements and may be waived by such parties. If, as a result of redemptions of Class A Common Stock by the Public Stockholders, these conditions are not met (or not waived), then RAC or the Companies (as applicable) may elect not to consummate the Aria Merger or the Archaea Merger (as applicable). Based on the amount of $237.3 million in the Trust Account as of March 31, 2021, and taking into account the anticipated gross proceeds of approximately $300.0 million from the PIPE Investment, all 23.7 million shares of our currently outstanding Class A Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the $150.0 million minimum cash closing conditions contained in the Business Combination Agreements. In addition, in no event will RAC consummate the Business Combinations if the redemption of Class A Common Stock would result in our failure to have net tangible assets in excess of $5.0 million.

All RAC stockholders are cordially invited to virtually attend the Special Meeting, and we are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (or any adjournments or postponements thereof). Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement carefully and submit your proxy to vote on the Business Combinations and proposals contained therein. Please pay particular attention to the section entitled “Risk Factors” beginning on page 35 of the accompanying proxy statement.

Only holders of record of shares of Common Stock at the close of business on         , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at         .

 

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Your vote is important regardless of the number of shares you own. To ensure your representation at the Special Meeting, whether you plan to virtually attend the Special Meeting or not, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker or bank.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Aria Merger Proposal, the Archaea Merger Proposal and the Charter Proposal, but will have no effect on the outcome of any other proposal in the accompanying proxy statement.

On behalf of our board of directors, I would like to thank you for your support of Rice Acquisition Corp. and look forward to a successful completion of the Business Combinations.

 

Sincerely,

   

/s/

   

Daniel Joseph Rice, IV

   

Chief Executive Officer and Director

                      , 2021

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (i) IF YOU HOLD SHARES OF CLASS A COMMON STOCK THROUGH THE UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A COMMON STOCK AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (ii) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR SHARES OF CLASS A COMMON STOCK BE REDEEMED FOR CASH AND (iii) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATIONS ARE NOT CONSUMMATED, THEN THE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF RAC STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Business Combination Agreements or the transactions contemplated thereby or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated         , 2021 and is first being mailed to RAC stockholders on or about         , 2021.

 

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RICE ACQUISITION CORP.
102 East Main Street, Second Story
Carnegie, Pennsylvania

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS OF
RICE ACQUISITION CORP.

To Be Held on               , 2021

To the Stockholders of Rice Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of stockholders of Rice Acquisition Corp., a Delaware corporation (“RAC,” “we,” “our” or “us”), will be held via live webcast at               a.m., Eastern Time, on               , 2021.

Due to the public health and travel concerns related to the coronavirus (COVID-19) pandemic that our stockholders may continue to have, we have determined to hold the Special Meeting virtually. You will not be able to physically attend the Special Meeting. To attend and participate in the Special Meeting, you will need to visit the virtual meeting website at                (the “Meeting Website”) and enter the control number found on your proxy card. If you are a beneficial owner of shares held in street name and wish to attend the Special Meeting, you will need to follow the instructions on your voting instruction form to receive a legal proxy from your bank or broker, and then e-mail a copy (a legible photograph is sufficient) of your legal proxy to               . Beneficial owners who e-mail a valid legal proxy will be issued a control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the Special Meeting should contact               at the above e-mail address no later than               , 2021 to obtain this information. Only one stockholder per control number can access the Meeting Website. You may vote and submit questions while attending the Special Meeting by following the instructions available on the Meeting Website at the time of the Special Meeting. On the date of the Special Meeting, online access to the Special Meeting will open at                a.m., Eastern Time, to allow time for stockholders to log-in prior to the start of the live audio webcast of the Special Meeting at                a.m., Eastern time. We encourage you to log-in 15 minutes prior to the start time of the Special Meeting. If you experience technical difficulties during the check-in process or during the Annual Meeting, please call                for assistance.

On April 7, 2021, RAC entered into (i) the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Aria Merger Agreement”) by and among RAC, Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC (“RAC Opco”), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited liability company (“Aria”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company (the “Aria Equityholder Representative”), pursuant to which, among other things, Aria Merger Sub will merge with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Aria Merger Agreement, the “Aria Merger”), and (ii) the Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Archaea Merger Agreement” and, together with the Aria Merger Agreement, the “Business Combination Agreements”), by and among RAC, RAC Opco, RAC Intermediate, RAC Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea Energy LLC, a Delaware limited liability company (“Archaea Seller”), and Archaea Energy II LLC, a Delaware limited liability company (“Archaea II” and, together with Archaea Seller, “Archaea”), pursuant to which, among other things, Archaea Merger Sub will merge with and into Archaea II, with Archaea II surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Archaea Merger Agreement, the “Archaea Merger” and, together with the Aria Merger, the “Business Combinations”). The consummation of the Aria Merger is conditioned on the consummation of the Archaea Merger and vice versa. Following the Closing, RAC will be renamed Archaea Energy Inc. (the “Combined Company”).

 

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Concurrently with the execution of the Business Combination Agreements, on April 7, 2021, RAC entered into subscription agreements (each, a “Subscription Agreement” and together, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase from RAC, and RAC has agreed to issue and sell to the PIPE Investors, an aggregate of 30.0 million newly issued shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), for an aggregate purchase price of $300.0 million, on the terms and subject to the conditions set forth therein (the “PIPE Investment”). Each Subscription Agreement contains customary conditions to closing, including the substantially concurrent consummation of the Business Combinations.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

•        Proposal No. 1(a):    A proposal (the “Aria Business Combination Proposal”) to approve and adopt the Aria Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the Aria Merger.

•        Proposal No. 1(b):    A proposal (the “Archaea Business Combination Proposal” and, together with the Aria Business Combination Proposal, the “Business Combination Proposal”) to approve and adopt the Archaea Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex B, and approve the Archaea Merger.

•        Proposal No. 2:    A proposal (the “NYSE Proposal”) to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable New York Stock Exchange (“NYSE”) listing rules, the issuance by RAC of Class A Common Stock and Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), in the Business Combinations and the PIPE Investment in an amount equal to 20% or more of the amount of RAC’s issued and outstanding shares of Common Stock immediately prior to such issuance.

•        Proposal No. 3:    A proposal to approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Amended and Restated Certificate of Incorporation of the Combined Company (the “Combined Company Charter”), a copy of the form of which is attached to the accompanying proxy statement as Annex D (the “Charter Proposal”), which, if approved, would take effect upon the Closing.

In addition to the approval of the Combined Company Charter, the stockholders are also separately being presented with the following proposals (the “Governance Proposals”), for approval on a non-binding advisory basis, in accordance with the Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Combined Company Charter:

-        Proposal No. 3(a):    A proposal to increase the total number of authorized shares of all classes of capital stock to         shares, consisting of (i)         shares of Class A Common Stock, (ii)         shares of Class B Common Stock and (iii)         shares of preferred stock, par value $0.0001 per share.

-        Proposal No. 3(b):    A proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Combined Company consents in writing to the selection of an alternative forum.

-        Proposal No. 3(c):    A proposal to remove provisions in RAC’s current Amended and Restated Certificate of Incorporation (the “Existing Charter”) related to our status as a blank check company that will no longer apply upon the consummation of the Business Combinations.

•        Proposal No. 4:    A proposal (the “Director Election Proposal”) for holders of Class B Common Stock to elect, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, seven directors to serve staggered terms on the Combined Company Board until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified.

 

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•        Proposal No. 5:    A proposal (the “Incentive Plan Proposal”) to approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, the Archaea Energy Inc. 2021 Incentive Plan (the “2021 Plan”), a copy of the form of which is attached to this proxy statement as Annex F.

•        Proposal No. 6:    A proposal (the “Adjournment Proposal”) to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal or the Incentive Plan Proposal.

Each of these proposals is more fully described in the accompanying proxy statement, which we urge you to read carefully in its entirety, including the annexes and accompanying financial statements of RAC, Aria and Archaea.

After careful consideration, the board of directors of RAC (the “Board”) has unanimously approved the Business Combination Agreements and the Business Combinations contemplated thereby and determined that each of the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal is in the best interests of RAC and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

Because Archaea is currently majority-owned and controlled by Rice Investment Group (an affiliate of RAC and the Sponsor), RAC created a special committee, composed of the independent directors of RAC (the “Special Committee”), to negotiate the Business Combinations. The Business Combinations were unanimously recommended to the Board by the Special Committee and were approved by the Board based on the Special Committee’s unanimous recommendation. In considering the recommendation of our Board and the Special Committee to vote for the Proposals, stockholders should be aware that aside from their interests as stockholders, our Sponsor, Archaea, certain members of our Board and officers, and certain Archaea officers have interests in the Business Combinations that may be different from, or in addition to, those of other stockholders generally. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combinations,” “Risk Factors” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

Prior to our initial business combination, only holders of Class B Common Stock will have the right to vote on the election of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of Class A Common Stock and holders of Class B Common Stock vote together as a single class, with each share entitling the holder to one vote.

Approval of the Aria Merger Proposal and approval of the Archaea Merger Proposal each requires the affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Common Stock and (ii) a majority in voting power of the outstanding shares of Common Stock held by RAC stockholders who are not affiliates or associates of Rice Investment Group. Approval of the Charter Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock. Approval of the NYSE Proposal, the Governance Proposals, the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by RAC stockholders present in person (which would include presence at the virtual Special Meeting) or by proxy at the virtual Special Meeting and entitled to vote thereon.

Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC and certain of our officers and directors entered into a letter agreement at the time of RAC’s initial public offering (the “IPO”), pursuant to which they agreed to vote any shares of capital stock of RAC owned by them in favor of the Business Combination Proposal and to waive their right to have their stock redeemed by RAC. As of the date hereof, such stockholders own approximately 20% of the total outstanding shares of Common Stock.

 

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Pursuant to the Existing Charter, we are providing our Public Stockholders (as defined below) with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the Closing (the “Redemption Rights”). Our “Public Stockholders” are holders of shares of Class A Common Stock included as part of the Units sold in the IPO and shares of Class A Common Stock issued to the Sponsor prior to the IPO (such shares, the “Public Shares”), whether such shares were purchased in the IPO or in the secondary market following the IPO and whether or not such holders are affiliates of the Sponsor. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combinations. You will be entitled to receive cash for any shares of Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of Class A Common Stock or (b) hold Units and you elect to separate your Units into the underlying shares of Class A Common Stock and warrants prior to exercising your Redemption Rights with respect to the shares of Class A Common Stock; and

(ii)    prior to         , Eastern Time, on         , 2021 (two business days prior to the vote at the Special Meeting), (A) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your shares of Class A Common Stock for cash and (B) deliver your shares of Class A Common Stock to the Transfer Agent.

Public Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock, whether they vote “FOR” the Business Combination Proposal or not. If the Business Combinations are not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combinations are consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount then on deposit in RAC’s trust account that holds proceeds of the IPO (the “Trust Account”), calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes of RAC, divided by the number of then-outstanding shares of Class A Common Stock and Class A units of RAC Opco (other than those held by RAC). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that RAC instruct the Transfer Agent to return the certificate. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of RAC Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Each redemption of shares of Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $237.3 million as of March 31, 2021 and which RAC intends to use for the purposes of consummating the Business Combinations within the time period described in the accompanying proxy statement and to pay deferred underwriting commissions to the underwriters of the IPO. The Aria Merger Agreement provides that RAC’s and Aria’s respective obligations to consummate the Aria Merger is conditioned on RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Aria Merger and any borrowings to occur on the closing date of the Aria Merger. Similarly, the Archaea Merger Agreement provides that RAC’s and Archaea’s respective obligations to consummate the Archaea Merger is conditioned on RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Archaea Merger and any borrowings to occur on the closing date of the Archaea Merger. The conditions to

 

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closing in the Aria Merger Agreement and the Archaea Merger Agreement are for the sole benefit of the parties to the respective Business Combination Agreements and may be waived by such parties. If, as a result of redemptions of Class A Common Stock by the Public Stockholders, these conditions are not met (or not waived), then RAC or Aria may elect not to consummate the Aria Merger and RAC or Archaea may elect not to consummate the Archaea Merger. Based on the amount of $237.3 million in the Trust Account as of March 31, 2021, and taking into account the anticipated gross proceeds of approximately $300.0 million from the PIPE Investment, all 23.7 million shares of our currently outstanding Class A Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the $150.0 million minimum cash closing conditions contained in the Business Combination Agreements. In addition, in no event will RAC consummate the Business Combinations if the redemption of Class A Common Stock would result in our failure to have net tangible assets in excess of $5.0 million.

Only holders of record of shares of Common Stock at the close of business on         , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at the Meeting Website.

If you have any questions or need assistance voting your shares of Common Stock, please contact D.F. King & Co., Inc., our proxy solicitor, by calling (866) 864-7964, or banks and brokers may call collect at (212) 269-5550, or by emailing RICE@dfking.com.

 

By Order of the Board of Directors,

   

/s/

   

Daniel Joseph Rice, IV

   

Chief Executive Officer and Director

              , 2021

 

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TABLE OF CONTENTS

 

Page

USE OF CERTAIN TERMS

 

1

Cautionary Note Regarding Forward-Looking Statements

 

5

Summary Term Sheet

 

7

Questions and Answers About the Business CombinationS
and the Special Meeting

 

12

Summary of the Proxy Statement

 

22

Risk Factors

 

35

Unaudited Pro Forma Condensed Combined Financial Information

 

66

Special Meeting of RAC Stockholders

 

84

Proposal No. 1 — The Business Combination Proposal

 

91

Proposal No. 2 — The NYSE Proposal

 

151

Proposal No. 3 — The Charter PROPOSAL and THE Governance Proposals

 

152

Proposal No. 4 — The Director Election Proposal

 

154

Proposal No. 5 — The Incentive Plan Proposal

 

157

Proposal No. 6 — The Adjournment Proposal

 

161

Information About RAC

 

162

Management’s Discussion and Analysis of Financial Condition and Results of Operations of RAC

 

166

Information About THE COMBINED COMPANY

 

169

Management’s Discussion and Analysis of Financial Condition and Results of Operations of ARIA

 

180

Management’s Discussion and Analysis of Financial Condition and Results of Operations of ARCHAEA

 

205

RAC Current Management and Board of Directors

 

217

ManagemenT After the Business Combinations

 

225

EXECUTIVE COMPENSATION

 

231

Description of Securities

 

234

SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES

 

251

Beneficial Ownership of Securities

 

253

Certain Relationships and Related Party Transactions

 

257

Appraisal Rights

 

263

Householding Information

 

263

Transfer Agent and Registrar

 

263

Submission of Stockholder Proposals

 

263

Future Stockholder Proposals

 

263

Sources of Industry and Market Data

 

264

Where You Can Find More Information

 

264

Index to Financial Statements

 

F-1

Annex A — Aria Merger Agreement

 

A-1

Annex B — Archaea Merger Agreement

 

B-1

Annex C — Form of Stockholders Agreement

 

C-1

Annex D — Form of Amended and Restated Certificate of Incorporation of Archaea Energy Inc.

 

D-1

Annex E — Form of Bylaws of Archaea Energy Inc.

 

E-1

Annex F — Form of Archaea Energy Inc. 2021 Incentive Plan

 

F-1

Annex G — Form of second amended and restated limited liability company agreement of [rice acquisition holdings llc]

 

G-1

Annex H — OPINION OF MOELIS & COMPANY LLC

 

H-1

Annex I — AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT

 

I-1

Annex J — AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT

 

J-1

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED JULY 29, 2021

PROXY STATEMENT FOR
THE SPECIAL MEETING OF STOCKHOLDERS OF
RICE ACQUISITION CORP.

Rice Acquisition Corp. is furnishing this proxy statement to its stockholders as part of the solicitation of proxies by its board of directors for use at the Special Meeting to be held on               , 2021, and at any adjournments or postponements thereof. This proxy statement provides our stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

This proxy statement is dated         , 2021 and is first being mailed to our stockholders on or about         , 2021.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement:

•        Archaea” refers to Archaea II and Archaea Seller and their respective subsidiaries, collectively, except as the context otherwise requires.

•        Archaea Holders” refers to the members of Archaea immediately prior to the Closing.

•        Archaea Merger” refers to the transactions contemplated by the Archaea Merger Agreement.

•        Archaea Merger Agreement” refers to the Business Combination Agreement, dated April 7, 2021 (as amended, supplemented or otherwise modified from time to time), by and among RAC, RAC Opco, LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Intermediate (“RAC Buyer”), Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea Energy LLC, a Delaware limited liability company (“Archaea Seller”), and Archaea Energy II LLC, a Delaware limited liability company (“Archaea II”), pursuant to which, among other things, Archaea Merger Sub will merge with and into Archaea II, with Archaea II surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein, a copy of which is attached hereto as Annex B.

•        Aria” refers to Aria Energy LLC, a Delaware limited liability company and the Aria Subsidiaries, except as the context otherwise requires.

•        Aria Equityholder Representative” refers to Aria Renewable Energy Systems LLC, a Delaware limited liability company.

•        Aria Holders” refers to the members of Aria immediately prior to the Closing.

•        Aria Merger” refers to the transactions contemplated by the Aria Merger Agreement.

•        Aria Merger Agreement” refers to the Business Combination Agreement, dated as of April 7, 2021 (as amended, supplemented or otherwise modified from time to time), by and among RAC, RAC Opco, RAC Intermediate, RAC Buyer, Inigo Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of LFG Buyer Co, LLC (“Aria Merger Sub”), Aria and the Aria Equityholder Representative, pursuant to which, among other things, Aria Merger Sub will merge with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein, a copy of which is attached hereto as Annex A.

•        Aria Subsidiaries” refers to (a) the direct and indirect subsidiaries of Aria and (b) Mavrix, LLC, Sunshine Gas Producers, L.L.C., and RNG Moovers, LLC, but, for the avoidance of doubt, shall exclude LES Project Holdings, LLC and its subsidiaries.

•        Atlas” refers to Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company.

•        Board” refers to the board of directors of RAC.

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•        Business Combination Agreements” refer to the Aria Merger Agreement and the Archaea Merger Agreement.

•        Business Combinations” refers to the transactions contemplated by the Business Combination Agreements.

•        Class A Common Stock” refers to the Class A Common Stock, par value $0.0001 per share, of RAC (or after the Closing, of the Combined Company).

•        Class B Common Stock” refers to the Class B Common Stock, par value $0.0001 per share, of RAC (or after the Closing, of the Combined Company).

•        Closing” refers to the consummation of the Business Combinations.

•        Closing Date” refers to the date on which the Closing occurs.

•        Combined Company” refers to RAC and its subsidiaries, including the Companies, following consummation of the Business Combinations.

•        Common Stock” refers collectively to the Class A Common Stock and the Class B Common Stock.

•        Companies” refers to Archaea, Archaea Seller and Aria, individually or collectively as the context requires.

•        Existing Bylaws” refers to RAC’s Bylaws.

•        Existing Charter” refers to RAC’s Amended and Restated Certificate of Incorporation.

•        Forward Purchase Agreement” refers to Forward Purchase Agreement, dated as of September 30, 2020, by and among RAC, RAC Opco, the Sponsor and Atlas, as amended by an Amendment to Forward Purchase Agreement, dated April 7, 2021, which provides that Atlas shall purchase a total of $20.0 million of Forward Purchase Securities in a private placement that will close simultaneously with the closing of RAC’s initial business combination.

•        Forward Purchase Securities” refer to either the Forward Purchase Units valued at $10.00 per unit or Forward Purchase Shares valued at $9.67 per share, which may be issued at RAC’s discretion pursuant to the Forward Purchase Agreement.

•        Forward Purchase Shares” refer to shares of Class A Common Stock that may be issued pursuant to the Forward Purchase Agreement.

•        Forward Purchase Units” are to the units, consisting of one share of Class A Common Stock and one-eighth of one redeemable warrant (where each whole redeemable warrant is exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share), that may be issued pursuant to the Forward Purchase Agreement;

•        Founder Shares” refer to the Class B units of RAC Opco initially issued in a private placement to the Sponsor prior to the IPO (or the Class A units of RAC Opco into which such Class B units will convert) and a corresponding number of shares of Class B Common Stock.

•        Initial Stockholders” refer to holders of the Founder Shares and Sponsor Shares prior to the IPO, including Atlas.

•        IPO” refers to RAC’s initial public offering, which was consummated on October 26, 2020.

•        Combined Company Board” refers to the board of directors of the Combined Company.

•        Combined Company Bylaws” refers to the Bylaws of the Combined Company, a copy of the form of which is attached hereto as Annex E.

•        Combined Company Charter” refers to the Amended and Restated Certificate of Incorporation of the Combined Company, a copy of the form of which is attached hereto as Annex D.

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•        NYSE” refers to the New York Stock Exchange

•        Private Placement Warrants” refer to the warrants issued to the Sponsor and Atlas in private placements simultaneously with the closing of the IPO.

•        Public Shares” refer to shares of Class A Common Stock included as part of the Units sold in the IPO and shares of Class A Common Stock issued to the Sponsor prior to the IPO.

•        Public Stockholders” refer to holders of Public Shares, whether such shares were purchased in the IPO or in the secondary market following the IPO and whether or not such holders are affiliates of the Sponsor.

•        Public Warrants” refer to the warrants sold as part of the Units in the IPO (whether they are purchased in the IPO or thereafter in the open market).

•        RAC” refers to Rice Acquisition Corp., a Delaware corporation.

•        RAC Opco” refers to Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC.

•        RAC Opco A&R LLC Agreement” refers to the Second Amended And Restated Limited Liability Company Agreement of RAC Opco, a copy of which is attached hereto as Annex G.

•        SEC” refers to the United States Securities and Exchange Commission.

•        Securities Act” refers to the Securities Act of 1933, as amended.

•        Special Meeting” refers to the special meeting in lieu of the 2021 annual meeting of the stockholders of RAC that is the subject of this proxy statement.

•        Sponsor” refers to Rice Acquisition Sponsor LLC, a Delaware limited liability company.

•        Sponsor Shares” refer to the 100 Class A units of RAC Opco and corresponding number of shares of our non-economic Class B Common Stock (which together will be exchangeable into shares of Class A Common Stock after our initial business combination on a one-for-one basis) and the 2,500 shares of our Class A Common Stock purchased by our sponsor in a private placement prior to this offering; and

•        Unit” refers to a unit consisting of one share of Class A Common Stock and one-half of one redeemable warrant.

•        Warrants” refer to the Private Placement Warrants and the Public Warrants.

•        we,” “us” and “our” refer to (i) RAC and its subsidiaries prior to the consummation of the Business Combinations and (ii) the Combined Company and its subsidiaries at and after the consummation of the Business Combinations.

In addition, the following is a glossary of key industry terms used herein:

•        bcf” refers to billion cubic feet.

•        bcf/d” refers to billion cubic feet per day.

•        Btu” refers to British thermal units.

•        CARB” refers to the California Air Resource Board.

•        CNG” refers to compressed natural gas.

•        CI” refers to carbon intensity.

•        D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.

•        EHS” refers to environment, health and safety.

•        EPA” refers to the U.S. Environmental Protection Agency.

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•        Environmental Attributes” refer to federal, state and local government incentives in the United States, provided in the form of RINs, RECs, LCFS credits, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects, that promote the use of renewable energy.

•        ERCOT” refers to the Electric Reliability Council of Texas.

•        EV” refers to equivalence value, which represents a given biofuel’s energy content relative to ethanol.

•        FERC” refers to the U.S. Federal Energy Regulatory Commission.

•        GHG” refers to greenhouse gases.

•        GSAs” refers to general security agreements.

•        ISOs” refers to Independent System Operators.

•        LCFS” refers to Low Carbon Fuel Standard.

•        LFG” refers to landfill gas.

•        LNG” refers to liquefied natural gas.

•        MBR” refers to market-based rates.

•        MMBtu” refers to millions of Btu.

•        MMcf/d” refers to millions of cubic feet per day.

•        MW” refers to megawatts.

•        MWh” refers to megawatt hours.

•        PPAs” refers to power purchase agreements.

•        QFs” refers to qualifying small power production facilities under the Federal Power Act and the Public Utility Regulatory Policies Act of 1978, as amended

•        RECs” refers to Renewable Energy Credits.

•        RFS” refers to the EPA’s Renewable Fuel Standard.

•        RINs” refers to Renewable Identification Numbers.

•        RNG” refers to renewable natural gas.

•        RPS” refers to Renewable Portfolio Standards.

•        RTOs” refers to Regional Transmission Organizations.

•        RVOs” refers to renewable volume obligations.

•        SCFM” refers to standard cubic feet per minute.

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Cautionary Note Regarding Forward-Looking Statements

The statements contained in this proxy statement that are not purely historical are forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combinations, the anticipated benefits of the Business Combinations, and the financial conditions, results of operations, earnings, outlook and prospects of RAC and the Companies, and may include statements for the period following the consummation of the Business Combinations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement are based on the current expectations of the management of RAC and the Companies and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of any such statement. There can be no assurance that future developments will be those that have been anticipated. The forward-looking statements contained in this proxy statement involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combinations, and RAC’s inability to complete the Business Combinations, including as a result of the failure to obtain approval of the stockholders of RAC or failure to satisfy the other conditions to closing in the Business Combination Agreements;

•        the outcome of any legal proceedings that may be instituted against RAC following the announcement and consummation of the Business Combinations;

•        the risks and costs associated with ongoing or future litigation;

•        the risk that the Business Combinations disrupt current plans and operations of the Companies or their subsidiaries as a result of the announcement and consummation of the Business Combinations;

•        the ability to recognize the anticipated benefits of the Business Combinations, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably and retain its management and key employees;

•        costs related to the Business Combinations and related transactions;

•        the Combined Company’s ability to raise financing in the future;

•        the Combined Company’s ability to develop and operate new projects;

•        the reduction or elimination of government economic incentives to the renewable energy market;

•        delays in acquisition, financing, construction and development of new projects;

•        the length of development cycles for new projects, including the design and construction processes for the Combined Company’s projects;

•        the Combined Company’s ability to identify suitable locations for new projects;

•        the Combined Company’s dependence on landfill operators;

•        existing regulations and changes to regulations and policies that affect the Combined Company’s operations;

•        a decline in public acceptance and support of renewable energy development and projects;

•        the sustained demand for renewable energy;

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•        impacts of climate change, changing weather patterns and conditions and natural disasters;

•        the possibility that COVID-19 may hinder RAC’s ability to consummate the Business Combinations or may adversely affect the results of operations, financial position and cash flows of RAC or the Combined Company;

•        the ability to secure necessary governmental and regulatory approvals; and

•        RAC’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combinations.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of RAC or the Companies prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this proxy statement. Accordingly, you should not place undue reliance on these forward-looking statements in deciding how to vote your shares on the proposals set forth in this proxy statement.

Except to the extent required by applicable law or regulation, RAC and the Companies undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

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Summary Term Sheet

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and the Special Meeting” and “Summary of the Proxy Statement,” summarize certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

•        RAC is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding RAC, see the section entitled “Information About RAC.”

•        There are currently 23,727,500 shares of Class A Common Stock, 5,931,350 shares of Class B Common Stock, 11,862,500 Public Warrants and 6,771,000 Private Placement Warrants issued and outstanding. There are currently no shares of RAC preferred stock issued and outstanding. Each Unit issued in the IPO consisted 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 Class A Common Stock at a price of $11.50 per share. Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock or, in certain circumstances, one Class A unit of RAC Opco (and corresponding share of Class B Common Stock). The Warrants will become exercisable upon the later of 30 days after the completion of RAC’s initial business combination and 12 months from the closing of the IPO, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, RAC may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day before the notice of redemption is sent to the warrantholders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. For more information, please see “Description of Securities.”

•        Aria owns and operates a portfolio of operational landfill gas (“LFG”) assets and an inventory of greenfield LFG-to-renewable natural gas (“RNG”) projects and electric-to-RNG conversion opportunities. Archaea owns and operates an inventory of LFG-to-RNG projects, focusing on low-cost carbon sequestration and negative-carbon LFG-to-green hydrogen development projects currently in the design stage. For more information regarding Aria and Archaea, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aria,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Archaea” and “Information about the Combined Company.”

•        On April 7, 2021, Aria and Archaea each entered into separate, cross-conditioned Business Combination Agreements with RAC, the terms of which are described in this proxy statement, and which are attached hereto as Annex A and Annex B.

–       Pursuant to the Aria Merger Agreement, the aggregate merger consideration payable upon closing of the Aria Merger to the Aria Holders is expected to be 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 will consist of both cash consideration and consideration in the form of newly issued Class A units of RAC Opco and newly issued shares of Class B Common Stock. The cash component of the Aria Closing Merger Consideration will be 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 will consist of 23.0 million Class A units of RAC Opco 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 the Archaea Holders is expected to be approximately $347.0 million, subject to certain adjustments set forth in the Archaea Merger Agreement for,

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among other things, Archaea’s cash, indebtedness, unpaid transaction expenses and certain capital expenditures (the “Archaea Closing Merger Consideration”). The Archaea Closing Merger Consideration will consist of newly issued Class A units of RAC Opco and newly issued shares of Class B Common Stock at a value of $10.00 per share.

–       Unless waived by the parties to the Business Combination Agreements, and subject to applicable law, the consummation of the Business Combinations are subject to a number of conditions set forth in the Business Combination Agreements, including, among other things, (i) expiration or termination of all applicable waiting periods under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), (ii) the absence of any law or governmental order, threatened or pending, preventing the consummation of the Business Combinations, (iii) completion of the redemption of the shares of Public Stockholders exercising their Redemption Rights, (iv) RAC stockholder approval of the Business Combination Proposal, (v) the consummation of the LES Sale (as defined in the Aria Merger Agreement) by Aria and (vi) the issuance by the FERC of an order granting authorization for the Business Combinations pursuant to Section 203 of the Federal Power Act of 1935 (the “Federal Power Act”). The statutory HSR waiting period expired on May 28, 2021 at 11:59 p.m. Eastern Time and FERC issued an order authorizing the Business Combinations on June 14, 2021. In addition, the parties have the right to not consummate the Business Combinations in the event RAC does not have a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Business Combinations and any borrowings to occur on the Closing Date. Furthermore, the closing of the transactions contemplated by the Aria Merger Agreement is expressly conditioned on the closing of the transactions contemplated by the Archaea Merger Agreement and vice versa. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreements — Conditions to the Closing of the Business Combinations.”

–       Each Business Combination Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto or in specified circumstances pursuant to the terms contemplated thereby. For more information about the termination rights under each Business Combination Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

–       The proposed Business Combinations involve numerous risks. For more information about these risks, please read the section entitled “Risk Factors.”

•        Concurrently with the execution of the Business Combination Agreements, on April 7, 2021, RAC entered into subscription agreements (each, a “Subscription Agreement” and together, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase from RAC, and RAC has agreed to issue and sell to the PIPE Investors, an aggregate of 30.0 million newly issued shares of Class A Common Stock for an aggregate purchase price of $300.0 million, on the terms and subject to the conditions set forth therein (the “PIPE Investment”). Each Subscription Agreement contains customary conditions to closing, including the substantially concurrent consummation of the Business Combinations. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock on terms substantially identical to the Subscription Agreements and subject to a cap of 5 million shares of Class A Common Stock in the aggregate as set forth in the Business Combination Agreements (“Additional PIPE Investment”).

•        It is anticipated that, upon completion of the Business Combinations, assuming the Redemption Rights (defined below) are not exercised and there is no Additional PIPE Investment, (i) the Public Stockholders will own approximately 20% of the Combined Company, (ii) the PIPE Investors will own approximately 26% of the Combined Company, (iii) the Sponsor will own approximately 5% of the Combined Company, (iv) the Aria Holders will own approximately 20% of the Combined Company and (v) the Archaea Holders will own approximately 29% of the Combined Company. The foregoing ownership percentages reflect record ownership, not beneficial ownership for SEC reporting purposes. See “Beneficial Ownership of Securities” for the expected beneficial ownership of Common Stock immediately following the consummation of the Business Combinations. Additionally, following the date of closing of the Business

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Combination, and subject to the approval of the 2021 Plan (defined below) by RAC stockholders at the Special Meeting, we expect to grant awards under the 2021 Plan. The awards (or associated benefits or amounts) that will be made to particular individuals or groups of individuals are not currently determinable.

•        In connection with the Closing, RAC will enter into or adopt, among others, the following:

–       Combined Company Charter and Combined Company Bylaws.    RAC will amend and restate (i) subject to receipt of stockholder approval, the Existing Charter and adopt the Combined Company Charter (a form of which is attached hereto as Annex D) and (ii) the Existing Bylaws and adopt the Combined Company Bylaws (a form of which is attached hereto as Annex E). For more information about the Combined Company Charter and Combined Company Bylaws see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Combined Company Charter.”

–       RAC Opco A&R LLC Agreement.    The Sponsor, the Aria Holders (as defined in the RAC Opco A&R LLC Agreement) and the Archaea Holders (as defined in the RAC Opco A&R LLC Agreement) will enter into the RAC Opco A&R LLC Agreement (a form of which is attached hereto as Annex G), which, among other things, will restructure the capitalization of RAC Opco to authorize the issuance of the RAC Opco units pursuant to the terms of the Business Combination Agreements. For more information about the RAC Opco A&R LLC Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — RAC Opco A&R LLC Agreement.”

–       Stockholders Agreement.    RAC, RAC Buyer, RAC Opco, the Sponsor and certain other individuals affiliated with the Companies (the “Company Holders”) will enter into a stockholders agreement (the “Stockholders Agreement”), a copy of the form of which is attached this proxy statement as Annex C, which provides that, among other things, (i) the Combined Company Board is expected to 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 Combined Company 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 Combined Company 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 date that the Business Combinations are consummated, (iv) the Combined Company Board shall take all necessary action to designate the person then serving as the Chief Executive Officer of the Combined Company for appointment or election to the Combined Company Board during the term of the Stockholders Agreement and (v) the Board shall designate three independent directors (the “Independent Directors”) to serve on the Combined Company Board during the term of the Stockholders Agreement. If neither of the two directors nominated by the RAC Sponsor Holders are reasonably determined, based on the advice of the Combined Company’s counsel, to be “independent directors” for purposes of NYSE rules, the Combined Company 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 Combined Company Board. The Ares Investor shall also have the right to consult on the persons to be designated as Independent Directors for so long as the Ares Investor holds at least 50% of the Registrable Securities held by it on the date that the Business Combinations are consummated. Additionally, pursuant to the terms of the Stockholders Agreement, the Company Holders (as defined in the Stockholders Agreement) will be granted certain customary registration rights. Also, the Aria Holders will be subject to a 180-day lock-up period on transferring their equity interests in RAC and RAC Opco, while the Archaea Holders will be subject to a to-be-determined lock-up period that will be no more favorable than the terms of the lock-up applicable to the Aria Holders. The lock-up restrictions applicable to the Aria Holders are subject to early expiration based on the per share trading price of Class A Common Stock as set forth in the Stockholders Agreement. For more information about the Stockholders Agreement, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders Agreement.”

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•        Pursuant to the Existing Charter, in connection with the Business Combinations, the Public Stockholders may elect to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the Closing (the “Redemption Rights”). If the Business Combinations are not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combinations are consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), RAC will redeem each share of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount then on deposit in RAC’s trust account that holds proceeds of the IPO (the “Trust Account”), calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes of RAC, divided by the number of then-outstanding shares of Class A Common Stock and Class A units of RAC Opco (other than those held by RAC). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares and will not participate in the future growth of the Combined Company, if any. The Sponsor, Atlas and certain of our officers and directors entered into a letter agreement at the time of the IPO, pursuant to which they agreed to waive their right to have their stock redeemed by RAC. As of the date hereof, such stockholders own approximately 20% of the total outstanding shares of Common Stock. For more information about the Redemption Rights, please see the section entitled “Special Meeting of RAC Stockholders — Redemption Rights.”

•        Because Archaea is currently majority-owned and controlled by Rice Investment Group (an affiliate of RAC and the Sponsor), RAC created a special committee, composed of the independent directors of RAC (the “Special Committee”), to negotiate the Business Combinations. The Business Combinations were unanimously recommended to the Board by the Special Committee and were approved by the Board based on the Special Committee’s unanimous recommendation. The Board and the Special Committee considered various factors in determining whether to approve the Business Combination Agreements and the Business Combinations. For more information about RAC’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Special Committee’s Reasons for Approving the Business Combinations.

•        At the Special Meeting, RAC stockholders will be asked to consider and vote on the following proposals (the “Proposals”):

–       Proposal No. 1(a):    A proposal (the “Aria Business Combination Proposal”) to approve and adopt the Aria Merger Agreement and approve the Aria Merger.

–       Proposal No. 1(b):    A proposal (the “Archaea Business Combination Proposal” and, together with the Aria Business Combination Proposal, the “Business Combination Proposal”) to approve and adopt the Archaea Merger Agreement and approve the Archaea Merger.

–       Proposal No. 2:    A proposal (the “NYSE Proposal”) to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by RAC of Common Stock in the Business Combinations and the PIPE Investment in an amount equal to 20% or more of the amount of RAC’s issued and outstanding shares of Common Stock immediately prior to such issuance.

–       Proposal No. 3:    A proposal (the “Charter Proposal”) to approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Combined Company Charter, which, if approved, would take effect upon the Closing.

–       Proposal No. 3(a)-(c):    In addition to the approval of the Combined Company Charter, the stockholders are also separately being presented with proposals (the “Governance Proposals”), for approval on a non-binding advisory basis, in accordance with the Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Combined Company Charter.

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–       Proposal No. 4:    A proposal (the “Director Election Proposal”) for holders of Class B Common Stock to elect, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, seven directors to serve staggered terms on the Combined Company Board until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified;

–       Proposal No. 5:    A proposal (the “Incentive Plan Proposal”) to approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, the Archaea Energy Inc. 2021 Incentive Plan (the “2021 Plan”), a copy of the form of which is attached to this proxy statement as Annex F.

–       Proposal No. 6: A proposal (the “Adjournment Proposal”) to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal or the Incentive Plan Proposal.

For more information, see the sections entitled “Proposal No. 2 — The NYSE Proposal,” “Proposal No. 3 — The Charter Proposal and the Governance Proposals,” “Proposal No. 4  — The Director Election Proposal,” and “Proposal No. 5. — The Incentive Plan Proposal” and “Proposal No. 6 — The Adjournment Proposal.”

•        In considering the recommendation of the Board to vote “FOR” the Proposals, including the Business Combination Proposal, you should be aware that aside from their interests as stockholders, the Sponsor and certain members of the Board and officers have interests in the Business Combinations that are different from, or in addition to, the interests of our stockholders generally. The Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combinations and transaction agreements and in recommending to our stockholders that they vote “FOR” the Proposals, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combinations.”

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Questions and Answers About the Business CombinationS
and the Special Meeting

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting, including with respect to the Business Combinations. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the annexes, to fully understand the proposed Business Combinations and the voting procedures for the Special Meeting.

Questions and Answers About the Business Combinations

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why are RAC and the Companies proposing to enter into the Business Combinations?

A:     RAC is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of RAC’s search for a business combination partner, RAC investigated the potential acquisition of many entities in various industries, including Aria and Archaea, and concluded that a business combination with the Companies was the best candidate for a business combination with RAC. For more details on RAC’s search for a business combination partner and the Board’s reasons for selecting the Companies as RAC’s business combination partners, see the section entitled “Proposal No. 1 — The Business Combinations — The Special Committee’s Reasons for Approving the Business Combinations” included in this proxy statement.

Q:     What is the purpose of this document?

A:     RAC is proposing to consummate a business combination with the Companies. RAC, the Companies and the other parties thereto have entered into the Business Combination Agreements, the terms of which are described in this proxy statement. You are being asked to consider and vote on the Business Combination Agreements and related matters, including the Proposals. You should read this proxy statement and its annexes carefully and in their entirety. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:     Are any of the Proposals required for the consummation of the Business Combination?

A:     Yes, the approval by RAC stockholders of the Aria Merger Proposal, the Archaea Merger Proposal, the NYSE Proposal and the Charter Proposal is necessary for the Business Combinations to be consummated.

Q:     When are the Business Combinations expected to occur?

A:     RAC currently expects to complete the Business Combinations in the third quarter of 2021. However, we cannot predict the actual date on which the Business Combinations will be completed, nor can the parties ensure that the Business Combinations will be completed, because completion is subject to closing conditions beyond the control of RAC.

Q:     What conditions must be satisfied to complete the Business Combinations?

A:     Unless waived by the parties to the Business Combination Agreements, and subject to applicable law, the consummation of the Business Combinations are subject to a number of conditions set forth in the Business Combination Agreements, including, among other things, (i) expiration or termination of all applicable waiting periods under HSR, (ii) the absence of any law or governmental order, threatened or pending, preventing the consummation of the Business Combinations, (iii) completion of the redemption of the shares of Public Stockholders exercising their Redemption Rights, (iv) RAC stockholder approval of the Business Combination Proposal, (v) the consummation of the LES Sale (as defined in the Aria Merger Agreement) by Aria and (vi) the issuance by the FERC of an order granting authorization for the Business Combinations pursuant

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to Section 203 of the Federal Power Act. The statutory HSR waiting period expired on May 28, 2021 at 11:59 p.m. Eastern Time and FERC issued an order authorizing the Business Combinations on June 14, 2021. In addition, the parties have the right to not consummate the Business Combinations in the event RAC does not have a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Business Combinations and any borrowings to occur on the Closing Date. Furthermore, the closing of the transactions contemplated by the Aria Merger Agreement is expressly conditioned on the closing of the transactions contemplated by the Archaea Merger Agreement and vice versa.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combinations?

A:     If the Business Combinations are consummated, the funds held in the Trust Account will be released to pay (i) a portion of RAC’s aggregate costs, fees and expenses in connection with the consummation of the Business Combinations, (ii) tax obligations and advisory fees and (iii) for any redemptions of any shares of Class A Common Stock. Any funds remaining in the Trust Account after such uses will be released to the Combined Company and utilized to fund working capital needs of the Combined Company. As of March 31, 2021, there was approximately $237.3 million in the Trust Account.

Q:     What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A:     The Public Stockholders may vote in favor of the Business Combinations and exercise their Redemption Rights. Accordingly, the Business Combinations may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. However, the consummation of the Business Combinations is conditioned upon, among other things, RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Business Combinations and any borrowings to occur on the Closing Date.

With fewer shares of Class A Common Stock and fewer Public Stockholders, the trading market for Class A Common Stock may be less liquid than the market for shares of Class A Common Stock was prior to consummation of the Business Combinations and RAC may not be able to meet the listing standards for the NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into the Combined Company’s business will be reduced.

Q:     What happens if the Business Combinations are not consummated?

A:     If the Business Combinations are not consummated, RAC may seek another suitable business combination. In the absence of stockholder approval for a further extension, if RAC does not consummate the Business Combinations or another initial business combination by October 26, 2022, RAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the shares of Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount 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, divided by the number of then-outstanding shares of Class A Common Stock and Class A units of RAC Opco (other than those held by RAC) and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if RAC fails to complete a business combination within the 24-month time period after consummation of the IPO. The Existing Charter does not provide any means to extend the October 26, 2022 deadline for completing an initial business combination.

Q:     Do any of RAC’s directors or officers or the Sponsor have interests that may conflict with the interests of RAC stockholders with respect to the Business Combinations?

A:     RAC’s directors and officers may have interests in the Business Combinations that are different from your interests as a stockholder. Following the Business Combinations, RAC’s directors, officers and affiliates (including the Sponsor) can earn a positive rate of return on their investment, even if other shareholders of RAC experience a negative rate of return on their investment. In the absence of stockholder approval for an extension, if RAC does not consummate the Business Combination or another an initial business combinations by October 26, 2022, RAC will be required to dissolve and liquidate and the Founder Shares held by the Sponsor, Atlas and RAC’s officers and directors will be of no value because they have agreed to waive any rights to liquidating distributions for any of their Founder Shares if we fail to complete our initial business combination

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within 24 months from the closing of the IPO (i.e., by October 26, 2022). The Existing Charter does not provide any means to extend the October 26, 2022 deadline for completing a business combination. Additionally, Archaea is currently majority-owned and controlled by Rice Investment Group (an affiliate of RAC and the Sponsor). The existence of these financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of RAC and its stockholders and what may be or have been best for a director’s personal interests when determining to recommend that stockholders vote for the Proposals.

Please also see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combinations;” “Risk Factors — Risks Relating to RAC and the Business Combinations — Directors and officers of RAC have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combinations and approval of the other Proposals for more information.

Q:     What voting interests will the Public Stockholders, the PIPE Investors, the Sponsor, the Aria Holders and the Archaea Holders hold in the Combined Company immediately after the consummation of the Business Combinations?

A:     We anticipate that, immediately upon completion of the Business Combinations, the voting interests in the Combined Company will be as set forth in the table below, assuming no Additional PIPE Investment, the Aria Holders and Archaea Holders do not purchase any shares of Class A Common Stock on the open market and no adjustments are made to the Archaea Closing Merger Consideration (including the currently expected approximately $15 million downward adjustment due to Archaea’s indebtedness):

     

Assuming
No
Redemptions
(1)

 

Assuming
Maximum
Redemptions
(2)

Public Stockholders

 

20

%

 

3

%

PIPE Investors

 

26

%

 

32

%

Sponsor(3)(4)

 

5

%

 

7

%

Aria Holders

 

20

%

 

24

%

Archaea Holders

 

29

%

 

35

%

Total

 

100

%

 

100

%

 

___________

(1)     Assumes that none of the Public Stockholders exercise their Redemption Rights.

(2)     Assumes that Public Stockholders holding 23.7 million shares of our currently outstanding Class A Common Stock exercise their Redemption Rights.

(3)     Does not include the 2,080,000 shares purchased in the PIPE Investment by certain members of the Rice family and by certain members of RAC management.

(4)     Does not include 20,820,000 shares to be held of record by Archaea Seller or 6,051,480 shares to be held of record by Shalennial Fund I, L.P. immediately after the Business Combinations, which shares are included under the holdings of Archaea Holders. Archaea Seller is majority-owned and controlled by Shalennial Fund I, L.P. Daniel Joseph Rice, IV is the sole managing member of Rice Investment Group UGP, LLC, which is the general partner of both (i) Shalennial GP I, L.P. (the general partner of Shalennial Fund I, L.P.) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund I, L.P.). Mr. Rice is also a managing member of the Sponsor.

Q:     How will the Business Combination impact the shares of Common Stock outstanding thereafter?

A:     As a result of the Business Combinations and the consummation of the transactions contemplated thereby, including the PIPE Investment, the number of shares of Common Stock outstanding is expected to increase from 29,658,850 to approximately 117,358,850 shares of Common Stock (assuming that no shares of Class A Common Stock are redeemed). Additional shares of Common Stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including issuance of shares of Class A Common Stock upon the exercise of the Warrants after the consummation of Business Combinations. The issuance and sale of such shares in the public market could adversely impact the market price of the Common Stock, even if our business is doing well. Additionally, Public Stockholders may elect to redeem their Common Stock while maintaining their Warrants and the underlying shares of Common Stock that are issuable upon exercise of such warrants. As of June 15, 2021, the aggregate market value of the Warrants held by Public Stockholders was $64,769,250 (based on the closing sales price of the Warrants on June 15, 2021). Pursuant to the 2021 Plan, following the closing of the Business Combinations, we expect to grant awards under the 2021 Plan. The awards (or associated benefits or amounts) that will be made to particular individuals or groups of individuals are not currently determinable.

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Q:     Following the Business Combinations, will RAC’s securities continue to trade on a stock exchange?

A:     Yes. We intend to apply to continue the listing of the Combined Company’s Class A Common Stock and Warrants on the NYSE under the symbols “LFG” and “LFG WS,” respectively, upon the Closing. Our Units will automatically separate into the component securities upon consummation of the Business Combinations and, as a result, will no longer trade as a separate security following the Business Combinations.

Q:     How has the announcement of the Business Combinations affected the trading price of the Class A Common Stock?

A:     On April 7, 2021, the trading date before the public announcement of the Business Combinations, the closing price of the Class A Common Stock on the NYSE was $10.10 per share. On         , 2021, the trading date immediately prior to the date of this proxy statement, the closing price of the Class A Common Stock on the NYSE was $        .

Questions and Answers About the Special Meeting

Q:     When and where will the Special Meeting be held?

A:     The Special Meeting will take place on         , 2021 at         a.m., Eastern Time. We have determined to hold the Special Meeting virtually in light of the continued public health and travel concerns posed by the coronavirus (COVID-19). You will not be able to physically attend the Special Meeting.

To attend and participate in the Special Meeting, you will need to visit the virtual meeting website at                (the “Meeting Website”) and enter the control number found on your proxy card. If you are a beneficial owner of shares held in street name and wish to attend the Special Meeting, you will need to follow the instructions on your voting instruction form to receive a legal proxy from your bank or broker, and then e-mail a copy (a legible photograph is sufficient) of your legal proxy to         . Beneficial owners who e-mail a valid legal proxy will be issued a control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the Special Meeting should contact               at the above email address no later than               , 2021 to obtain this information. Only one stockholder per control number can access the Meeting Website. You may vote and submit questions while attending the Special Meeting by following the instructions available on the Meeting Website at the time of the Special Meeting. On the date of the Special Meeting, online access to the Special Meeting will open at                a.m., Eastern Time, to allow time for stockholders to log-in prior to the start of the live audio webcast of the Special Meeting at                a.m., Eastern time. We encourage you to log-in 15 minutes prior to the start time of the Special Meeting. If you experience technical difficulties during the check-in process or during the Annual Meeting, please call               for assistance.

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that RAC stockholders are being asked to vote on:

•        Proposal No. 1(a) (The Aria Business Combination Proposal):    A proposal to approve and adopt the Aria Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the Aria Merger.

•        Proposal No. 1(b) (The Archaea Business Combination Proposal):    A proposal to approve and adopt the Archaea Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex B, and approve the Archaea Merger.

•        Proposal No. 2 (The NYSE Proposal):    A proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by RAC of Common Stock in the Business Combinations and the PIPE Investment in an amount equal to 20% or more of the amount of RAC’s issued and outstanding shares of Common Stock immediately prior to such issuance.

•        Proposal No. 3 (The Charter Proposal):    A proposal to approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Combined Company Charter, a copy of the form of which is attached to the accompanying proxy statement as Annex D, which, if approved, would take effect upon the Closing.

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In addition to the approval of the Combined Company Charter, the stockholders are also separately being presented with the following proposals, for approval on a non-binding advisory basis, in accordance with SEC guidance to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Combined Company Charter:

–       Proposal No. 3(a) (Governance Proposal):    A proposal to increase the total number of authorized shares of all classes of capital stock to         shares, consisting of (i)         shares of Class A Common Stock, (ii)         shares of Class B Common Stock and (iii)         shares of preferred stock, par value $0.0001 per share.

–       Proposal No. 3(b) (Governance Proposal):    A proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless the Combined Company consents in writing to the selection of an alternative forum.

–       Proposal No. 3(c) (Governance Proposal):    A proposal to remove provisions in the Existing Charter related to our status as a blank check company that will no longer apply upon the consummation of the Business Combinations.

•        Proposal No. 4 (The Director Election Proposal):    A proposal for holders of Class B Common Stock to elect, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, seven directors to serve staggered terms on the Combined Company Board until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified.

•        Proposal No. 5 (The Incentive Plan Proposal):    A proposal to approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, the 2021 Plan, a copy of the form of which is attached to this proxy statement as Annex F.

•        Proposal No. 6 (The Adjournment Proposal):    A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal or the Incentive Plan Proposal.

Q:     How does the Board recommend that I vote?

A:     The Board unanimously recommends that RAC stockholders vote “FOR” all of the Proposals.

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of shares of Common Stock at the close of business on         , 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.

Q:     How important is my vote?

A:     Your vote “FOR” each Proposal is very important, and you are encouraged to submit a proxy as soon as possible. The Business Combinations cannot be completed without, among other things, (i) approval of the Aria Merger Proposal and approval of the Archaea Merger Proposal by the holders of (a) a majority in voting power of the outstanding shares of Common Stock and (b) a majority in voting power of the outstanding shares of Common Stock held by RAC stockholders who are not affiliates or associates of Rice Investment Group, (ii) approval of the Charter Proposal by the holders of a majority in voting power of the outstanding shares of Common Stock and (iii) approval of the NYSE Proposal by a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present.

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Q:     What is the quorum requirement for the Special Meeting?

A:     In order for business to be conducted at the Special meeting, a quorum must be present.

A quorum at the Special Meeting requires the presence of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting, represented in person (which would include presence at the virtual Special Meeting) or by proxy. On the Record Date, there were          shares of Common Stock outstanding and entitled to vote. Consequently,          shares of Common Stock must be present at the beginning of the Annual Meeting to constitute a quorum. Abstentions will be counted for purposes of determining whether there is a quorum at the Special Meeting. Broker non-votes will not be counted for purposes of determining whether there is a quorum at the Special Meeting (however, RAC does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, and each of the Proposals are considered non-routine). In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting.

The Sponsor, Atlas and certain of our officers and directors entered into a letter agreement at the time of the IPO pursuant to which they agreed to vote any shares of capital stock of RAC owned by them in favor of the Business Combination Proposal. As of the date hereof, such stockholders own approximately 20% of the total outstanding shares of Common Stock.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Aria Merger Proposal and approval of the Archaea Merger Proposal each requires the affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Common Stock and (ii) a majority in voting power of the outstanding shares of Common Stock held by RAC stockholders who are not affiliates or associates of Rice Investment Group.

Approval of the Charter Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock.

Approval of the NYSE Proposal, the Governance Proposals, the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon.

The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by RAC stockholders present in person (which would include presence at the virtual Special Meeting) or by proxy at the virtual Special Meeting and entitled to vote thereon.

Q:     Do I have Redemption Rights?

A:     Pursuant to the Existing Charter, we are providing the Public Stockholders with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the Closing. Holders of our outstanding Warrants do not have redemption rights in connection with the Business Combinations. You will be entitled to receive cash for any shares of Class A Common Stock to be redeemed only if you are a Public Stockholder and (i) hold shares of Class A Common Stock or (ii) hold Units and you elect to separate your Units into the underlying shares of Class A Common Stock and Warrants prior to exercising your Redemption Rights with respect to the shares of Class A Common Stock.

To separate your Units into the underlying shares of Class A Common Stock and Warrants, (a) holders who hold their Units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the Units into the underlying shares of Class A Common Stock and Warrants and (b) holders who hold Units registered in their own name must contact the Transfer Agent directly and instruct it to do so.

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Q:     Is there a limit on the number of shares I may redeem?

A:     Yes. A Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Q:     Is there a limit on the total number of shares that may be redeemed?

A:     Each redemption of shares of Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $237.3 million as of March 31, 2021. The Aria Merger Agreement provides that RAC’s and Aria’s respective obligations to consummate the Aria Merger is conditioned on RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Aria Merger and any borrowings to occur on the closing date of the Aria Merger. Similarly, the Archaea Merger Agreement provides that RAC’s and Archaea’s respective obligations to consummate the Archaea Merger is conditioned on RAC having a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Archaea Merger and any borrowings to occur on the closing date of the Archaea Merger. The conditions to closing in the Aria Merger Agreement and the Archaea Merger Agreement are for the sole benefit of the parties to the respective Business Combination Agreements and may be waived by such parties. If, as a result of redemptions of Class A Common Stock by the Public Stockholders, these conditions are not met (or not waived), then RAC or the Companies (as applicable) may elect not to consummate the Aria Merger or the Archaea Merger (as applicable). Based on the amount of $237.3 million in the Trust Account as of March 31, 2021, and taking into account the anticipated gross proceeds of approximately $300.0 million from the PIPE Investment, all 23.7 million shares of our currently outstanding Class A Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the $150.0 million minimum cash closing conditions contained in the Business Combination Agreements.

In addition, in no event will RAC consummate the Business Combinations if the redemption of Class A Common Stock would result in our failure to have net tangible assets in excess of $5.0 million.

Q:     How do I exercise my Redemption Rights?

A:     In order to exercise your Redemption Rights, prior to         , Eastern Time, on         , 2021 (two business days prior to the vote at the Special Meeting), you must (i) if you hold Units, separate the underlying shares of Class A Common Stock and Warrants pursuant to the procedures outlined above, and (ii) tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention:
Email:

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. A Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

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Stockholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

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 the Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the Special Meeting, or to deliver their shares to the Transfer Agent electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combinations are approved.

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 a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise Redemption Rights to tender their shares, as the need to deliver shares is a requirement to exercising Redemption Rights, regardless of the timing of when such delivery must be effectuated.

Q:     What are the material U.S. federal income tax consequences of exercising my Redemption Rights?

A:     The tax consequences of an exercise of Redemption Rights depend on your particular facts and circumstances. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations to Holders of Class A Common Stock Exercising Redemption Rights.” We urge you to consult your tax advisors regarding the tax consequences of exercising your Redemption Rights.

Q:     Will how I vote on the Business Combination Proposal affect my ability to exercise Redemption Rights?

A:     No. Public Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock whether you vote your shares of Common Stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other Proposal described by this proxy statement. As a result, the Business Combinations can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

Q:     Do I have appraisal rights in connection with the proposed Business Combinations?

A:     No. Neither our stockholders nor our warrantholders have appraisal rights in connection with the Business Combinations under the General Corporation Law of Delaware, as amended (the “DGCL”).

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and consider how the Business Combinations will affect you as an RAC stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:     How do I vote?

A:     The Special Meeting will be held via live webcast at        a.m., Eastern Time, on         , 2021. The Special Meeting can be accessed by visiting the Meeting Website at        , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

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If you are a holder of record of shares of Common Stock on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” We do not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine and each of the Proposals to be presented at the Special Meeting are considered non-routine

As a result, no broker will be permitted to vote your shares of Common Stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Aria Merger Proposal, the Archaea Merger Proposal and the Charter Proposal.

You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have the same effect as a vote “AGAINST” the Aria Merger Proposal, the Archaea Merger Proposal and the Charter Proposal and will have no effect on the Governance Proposals, the Director Election Proposal or the Adjournment Proposal. An abstention (and not a failure to vote) will have the same effect as a vote “AGAINST” the NYSE Proposal or the Incentive Plan Proposal, and a failure to vote will have no effect on the NYSE Proposal or the Incentive Plan Proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     What happens if I sell my shares of Common Stock before the Special Meeting?

A:     The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combinations are expected to be completed. If you transfer your shares of Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares.

If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits) because you will no longer be able to deliver them for cancellation upon consummation of the Business Combinations.

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Q:     If I am not going to attend the virtual Special Meeting online, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card so that it is received by prior to the vote at the Special Meeting or attend the Special Meeting in person (which would include presence at the virtual Special Meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to        , which must be received prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:     RAC is soliciting proxies on behalf of its Board. RAC will pay the cost of soliciting proxies for the Special Meeting. RAC has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the Special Meeting, and RAC has agreed to pay D.F. King a fee of $        , plus disbursements, and will reimburse D.F. King for its reasonable out-of-pocket expenses and indemnify D.F. King and its affiliates against certain claims, liabilities, losses, damages and expenses. RAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact RAC’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (866) 864-7964
Email: RICE@dfking.com

You may also obtain additional information about RAC from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to the Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention:
Email:

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Summary of the Proxy Statement

This summary highlights selected information from this proxy statement and does not contain all of the information that may be important to you. To better understand the Proposals to be submitted for a vote at the Special Meeting, including the Business Combination Proposal, you should read this entire proxy statement carefully, including annexes and accompanying financial statements of RAC and the Companies, before voting on the Proposals. The Business Combination Agreements, which are attached as Annex A and Annex B to this proxy statement, are the legal documents that govern the Business Combinations. The Business Combination Agreements are also described in detail in this proxy statement in the section entitled “Proposal No. 1 — The Business Combinations Proposal — The Business Combination Agreements.”

Unless otherwise specified, all share calculations: (i) assume no exercise of Redemption Rights by the Public Stockholders; (ii) do not include of any shares of Class A Common Stock issuable upon the exercise of the Warrants or any shares to be issued pursuant to the 2021 Plan at or following the Closing; and (iii) an equity raise of approximately $300.0 million of gross proceeds from the PIPE Investment.

The Parties to the Business Combination

Rice Acquisition Corp.

RAC is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding RAC, see the section entitled “Information About RAC.”

There are currently 23,727,500 shares of Class A Common Stock, 5,931,350 shares of Class B Common Stock, 11,862,500 Public Warrants and 6,771,000 Private Placement Warrants issued and outstanding. There are currently no shares of RAC preferred stock issued and outstanding. Each Unit issued in the IPO consisted 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 Class A Common Stock at a price of $11.50 per share. Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock or, in certain circumstances, one Class A unit of RAC Opco (and corresponding share of Class B Common Stock). The Warrants will become exercisable upon the later of 30 days after the completion of RAC’s initial business combination and 12 months from the closing of the IPO, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, RAC may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day before the notice of redemption is sent to the warrantholders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. For more information, please see “Description of Securities.”

The mailing address of RAC’s principal executive office is 102 East Main Street, Second Story, Carnegie, Pennsylvania, and the telephone number for such office is (713) 446-6259.

Aria Energy LLC

Aria Energy LLC and its subsidiaries provide baseload renewable energy to utilities and other customers across the U.S. Aria is a market leader in the North American LFG sector, having developed or constructed more than 50 projects over the last 30 years. Aria owns and/or operates a diversified portfolio of 25 owned and/or operated energy projects across 13 states, collectively representing 24,880 MMBtu/day of RNG and 115.7 MW of electric capacity. Aria produces and supplies approximately 38 million gallons of RNG annually to fueling stations across the United States. Aria is led by seasoned industry veterans and has over 90 highly skilled operating personnel across the U.S. with a strong safety and environmental track record.

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Aria Renewable Energy Systems LLC, which owns approximately 94% of the economic interests in Aria, was formed in 2007 (originally operating as EIF-Enpower Renewable Energy Systems LLC), in connection with the investment by funds managed by Ares EIF Management, LLC, an affiliate of Ares Management Corporation (NYSE: ARES) (“Ares”), in Aria. With Ares’ experience and oversight, Aria has grown through both internal project development and the strategic consolidation of several of the largest and most experienced companies in the LFG to RNG space, including Landfill Energy Systems, Innovative Energy Systems, and Timberline Energy.

Archaea Energy LLC

Archaea was founded in November of 2018 and aims to partner with landfill owners to harness the power of their landfill gas. Archaea looks to source, build and manage projects for the entirety of an energy project’s lifecycle. Archaea provides the Combined Company with a talented management team that brings extensive experience in the RNG industry, having helped design, build, and develop key gas processing systems utilized in the majority of the U.S. RNG facilities in operation today. Its experts have over 200 years of combined experience in project development, engineering, landfill operations and green gas energy. Archaea is currently majority-owned and controlled by Rice Investment Group, an affiliate of RAC and the Sponsor.

Summary of the Business Combination Agreements

On April 7, 2021, Aria and Archaea each entered into separate, cross-conditioned Business Combination Agreements with RAC, the terms of which are described in this proxy statement, and which are attached hereto as Annex A and Annex B.

Pursuant to the Aria Merger Agreement, the aggregate merger consideration payable upon closing of the Aria Merger to the Aria Holders is expected to be 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 will consist of both cash consideration and consideration in the form of newly issued Class A units of RAC Opco and newly issued shares of Class B Common Stock. The cash component of the Aria Closing Merger Consideration will be 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 will consist of 23.0 million Class A units of RAC Opco 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 the Archaea Holders is expected to be 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 will consist of newly issued Class A units of RAC Opco and newly issued shares of Class B Common Stock at a value of $10.00 per share.

Unless waived by the parties to the Business Combination Agreements, and subject to applicable law, the consummation of the Business Combinations are subject to a number of conditions set forth in the Business Combination Agreements, including, among other things, (i) expiration or termination of all applicable waiting periods under HSR, (ii) the absence of any law or governmental order, threatened or pending, preventing the consummation of the Business Combinations, (iii) completion of the redemption of the shares of Public Stockholders exercising their Redemption Rights, (iv) RAC stockholder approval of the Business Combination Proposal, (v) the consummation of the LES Sale (as defined in the Aria Merger Agreement) by Aria and (vi) the issuance by the FERC of an order granting authorization for the Business Combinations pursuant to Section 203 of the Federal Power Act. The statutory HSR waiting period expired on May 28, 2021 at 11:59 p.m. Eastern Time and FERC issued an order authorizing the Business Combinations on June 14, 2021. In addition, the parties have the right to not consummate the Business Combinations in the event RAC does not have a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Business Combinations and any borrowings to occur on the Closing Date. Furthermore, the closing of the transactions contemplated by the Aria Merger Agreement is expressly conditioned on the closing of the transactions contemplated by the Archaea Merger Agreement and vice versa. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreements — Conditions to the Closing of the Business Combinations.”

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Following the closing of the Business Combinations, we will retain our “up-C” structure, whereby all of the equity interests in the Companies will be held by RAC Buyer, all of the equity interests in RAC Buyer will be held by RAC Intermediate, all of the equity interests in RAC Intermediate will be held by RAC Opco and RAC’s only assets will be its equity interests in RAC Opco. Following the Closing, RAC will be renamed Archaea Energy Inc.

It is anticipated that, upon completion of the Business Combinations, assuming the Redemption Rights are not exercised and there is no Additional PIPE Investment, (i) the Public Stockholders will own approximately 20% of the Combined Company, (ii) the PIPE Investors will own approximately 26% of the Combined Company, (iii) the Sponsor will own approximately 5% of the Combined Company, (iv) the Aria Holders will own approximately 20% of the Combined Company and (v) the Archaea Holders will own approximately 29% of the Combined Company. The foregoing ownership percentages reflect record ownership, not beneficial ownership for SEC reporting purposes. See “Beneficial Ownership of Securities” for the expected beneficial ownership of Common Stock immediately following the consummation of the Business Combinations. Additionally, following the date of closing of the Business Combination, and subject to the approval of the 2021 Plan by RAC stockholders at the Special Meeting, we expect to grant awards under the 2021 Plan. The awards (or associated benefits or amounts) that will be made to particular individuals or groups of individuals are not currently determinable.

Each Business Combination Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto or in specified circumstances pursuant to the terms contemplated thereby. For more information about the termination rights under each Business Combination Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

For additional information about the Business Combination Agreements and the Business Combinations and other transactions contemplated thereby, see the section entitled “Proposal No. 1 —The Business Combination Proposal.”

Related Agreements

Subscription Agreements

Concurrently with the execution of the Business Combination Agreements, on April 7, 2021, RAC entered into the Subscription Agreements with the PIPE Investors pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase from RAC, and RAC has agreed to issue and sell to the PIPE Investors, an aggregate of 30.0 million newly issued shares of Class A Common Stock for an aggregate purchase price of $300.0 million, on the terms and subject to the conditions set forth therein. Each Subscription Agreement contains customary conditions to closing, including the substantially concurrent consummation of the Business Combinations. Each of the Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) such date and time as either of the Business Combination Agreements is terminated in accordance with its terms without being consummated, (ii) upon the mutual written agreement of RAC, the Companies and the applicable PIPE Investor, (iii) if the closing of the PIPE Investment has not occurred by such date other than as a result of a breach of the applicable PIPE Investor’s obligations thereunder, upon 30 days after the Outside Date (as defined in the Aria Merger Agreement as in effect on the date of the Subscription Agreement), which date is (x) October 4, 2021, if the “Expiration Date” under the Debt Commitment Letter (as defined in the Aria Merger Agreement as in effect on the date of the Subscription Agreement)) has not been extended in accordance with its terms or (y) between October 5, 2021 and November 3, 2021, if the “Expiration Date” under the Debt Commitment Letter has been extended in accordance with its term and (iv) if any of the conditions to closing set forth in the Subscription Agreement that are not satisfied or waived, or are not capable of being satisfied, on or prior to the closing of the PIPE Investment and, as a result thereof, the transactions contemplated by the Subscription Agreements will not be and are not consummated.

Stockholders Agreement

In connection with the Closing, RAC, RAC Buyer, RAC Opco, the Sponsor and certain other individuals affiliated with the Companies will enter into the Stockholders Agreement, a copy of the form of which is attached to this proxy statement as Annex C, which provides that, among other things, (i) the Combined Company Board is expected to 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 Combined Company Board during the term of the Stockholders Agreement, (iii) the Ares Investor (as defined in the Stockholders Agreement) will have

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the right to designate one director for appointment or election to the Combined Company 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 date that the Business Combinations are consummated, (iv) the Combined Company Board shall take all necessary action to designate the person then serving as the Chief Executive Officer of the Combined Company for appointment or election to the Combined Company Board during the term of the Stockholders Agreement and (v) the Board shall designate three Independent Directors to serve on the Combined Company Board during the term of the Stockholders Agreement. If neither of the two directors nominated by the RAC Sponsor Holders are reasonably determined, based on the advice of the Combined Company’s counsel, to be “independent directors” for purposes of NYSE rules, the Combined Company 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 Combined Company Board. The Ares Investor shall also have the right to consult on the persons to be designated as Independent Directors for so long as the Ares Investor holds at least 50% of the Registrable Securities held by it on the date that the Business Combinations are consummated.

Additionally, pursuant to the terms of the Stockholders Agreement, the Company Holders will be granted certain customary registration rights. Also, the Aria Holders will be subject to a 180-day lock-up period from the Closing Date (as defined in the Stockholders Agreement) on transferring their equity interests in RAC and RAC Opco, while the Archaea Holders will be subject to a to-be-determined lock-up period that will be no more favorable than the terms of the lock-up applicable to the Aria Holders. The lock-up restrictions applicable to the Aria Holders are subject to early expiration based on the per share trading price of Class A Common Stock as set forth in the Stockholders Agreement.

For more information about the Stockholders Agreement, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders Agreement.”

Combined Company Charter and Combined Company Bylaws

Upon the Closing, RAC will amend and restate (i) subject to receipt of stockholder approval, the Existing Charter and adopt the Combined Company Charter (a form of which is attached hereto as Annex D) and (ii) the Existing Bylaws and adopt the Combined Company Bylaws (a form of which is attached hereto as Annex E). For more information about the Combined Company Charter and Combined Company Bylaws see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Combined Company Charter.”

RAC Opco A&R LLC Agreement

The Sponsor, the Aria Holders (as defined in the RAC Opco A&R LLC Agreement) and the Archaea Holders (as defined in the RAC Opco A&R LLC Agreement) will enter into the RAC Opco A&R LLC Agreement (a form of which is attached hereto as Annex G), which, among other things, will restructure the capitalization of RAC Opco to authorize the issuance of the RAC Opco units pursuant to the terms of the Business Combination Agreements. For more information about the RAC Opco A&R LLC Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — RAC Opco A&R Operating Agreement.”

2021 Plan

The Board expects to approve and adopt the 2021 Plan, subject to stockholder approval. The purpose of the 2021 Plan is to enhance the Combined Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Combined Company by providing these individuals with equity ownership opportunities. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash-based awards. For more information about the 2021 Plan, please see the section entitled “Proposal No. 5. — The Incentive Plan Proposal.”

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Organizational Structure

The following diagram illustrates in simplified terms the current structure of RAC and the expected structure of the Combined Company upon the consummation of the Business Combinations:

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Voting Power upon Closing

We anticipate that, immediately upon completion of the Business Combinations, the voting interests in the Combined Company will be as set forth in the table below, assuming no Additional PIPE Investment, the Aria Holders and Archaea Holders do not purchase any shares of Class A Common Stock on the open market and no adjustments are made to the Archaea Closing Merger Consideration (including the currently expected approximately $15 million downward adjustment due to Archaea’s indebtedness):

 

Assuming
No
Redemptions
(1)

 

Assuming
Maximum
Redemptions
(2)

Public Stockholders

 

20

%

 

3

%

PIPE Investors

 

26

%

 

32

%

Sponsor(3)(4)

 

5

%

 

7

%

Aria Holders

 

20

%

 

24

%

Archaea Holders

 

29

%

 

35

%

Total

 

100

%

 

100

%

____________

(1)      Assumes that none of the Public Stockholders exercise their Redemption Rights.

(2)      Assumes that Public Stockholders holding 23.7 million shares of our currently outstanding Class A Common Stock exercise their Redemption Rights (“Maximum Redemptions”).

(3)      Does not include the 2,080,000 shares purchased in the PIPE Investment by certain members of the Rice family and by certain members of RAC management.

(4)      Does not include 20,820,000 shares to be held of record by Archaea Seller or 6,051,480 shares to be held of record by Shalennial Fund I, L.P. immediately after the Business Combinations, which shares are included under the holdings of Archaea Holders. Archaea Seller is majority-owned and controlled by Shalennial Fund I, L.P. Daniel Joseph Rice, IV is the sole managing member of Rice Investment Group UGP, LLC, which is the general partner of both (i) Shalennial GP I, L.P. (the general partner of Shalennial Fund I, L.P.) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund I, L.P.). Mr. Rice is also a managing member of the Sponsor.

The voting interests with respect to the Combined Company set forth above do not take into account Warrants to purchase Class A Common Stock that will remain outstanding immediately following the consummation of the Business Combinations, but do include the Founder Shares, which will convert into Class A Common Stock upon the consummation of the Business Combinations.

Accounting Treatment

In accordance with Accounting Standards Codification (“ASC”) 810, RAC Opco is considered a variable interest entity (“VIE”) where RAC is the sole managing member of RAC Opco, and therefore, the primary beneficiary. As such, RAC consolidates RAC Opco, and the unitholders that hold economic interest directly at RAC Opco would be presented as noncontrolling interest in both the pro forma balance sheet and income statement. Archaea is considered the accounting acquirer of the Business Combinations based on ASC 805 because Archaea Holders will have the largest portion of the voting power of the Combined Company, Archaea’s senior management will comprise the majority of the senior management of the Combined Company, and the Archaea Holders, will appoint the majority of board members exclusive of the independent board members. The Archaea Merger represents a reverse merger and will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Archaea Merger will be treated as the equivalent of Archaea issuing shares for the net assets of RAC, accompanied by a recapitalization. The net assets of RAC will be stated at historical cost. No goodwill or other intangible assets will be recorded. The Aria Merger represents an acquisition of a business and Aria’s identifiable assets acquired, liabilities assumed and any non-controlling interests will be measured at their acquisition date fair value.

The Proposals to be Considered at the Special Meeting

The following is a summary of the proposals to be considered at the Special Meeting:

•        Proposal No. 1(a) (The Aria Business Combination Proposal):    A proposal to approve and adopt the Aria Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the Aria Merger. For additional information, see the “Proposal No. 1 — The Business Combination Proposal” section of this proxy statement.

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•        Proposal No. 1(b) (The Archaea Business Combination Proposal):    A proposal to approve and adopt the Archaea Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex B, and approve the Archaea Merger. For additional information, see the “Proposal No. 1 — The Business Combination Proposal” section of this proxy statement.

•        Proposal No. 2 (The NYSE Proposal):    A proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by RAC of Common Stock in the Business Combinations and the PIPE Investment in an amount equal to 20% or more of the amount of RAC’s issued and outstanding shares of Common Stock immediately prior to such issuance. For additional information, see the “Proposal No. 2 — The NYSE Proposal” section of this proxy statement.

•        Proposal No. 3 (The Charter Proposal):    A proposal to approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Combined Company Charter, a copy of the form of which is attached to the accompanying proxy statement as Annex D, which, if approved, would take effect upon the Closing.

In addition to the approval of the Combined Company Charter, the stockholders are also separately being presented with the following proposals, to approve on a non-binding advisory basis, in accordance with SEC guidance to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Combined Company Charter:

–       Proposal No. 3(a) (Governance Proposal):    A proposal to increase the total number of authorized shares of all classes of capital stock to         shares, consisting of (i)        shares of Class A Common Stock, (ii)         shares of Class B Common Stock and (iii)        shares of preferred stock, par value $0.0001 per share.

–       Proposal No. 3(b) (Governance Proposal):    A proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), unless the Combined Company consents in writing to the selection of an alternative forum.

–       Proposal No. 3(c) (Governance Proposal):    A proposal to remove provisions in the Existing Charter related to our status as a blank check company that will no longer apply upon the consummation of the Business Combinations.

For additional information, see the “Proposal No. 3 — The Charter Proposal and the Governance Proposals” section of this proxy statement.

•        Proposal No. 4 (The Director Election Proposal):    A proposal for holders of Class B Common Stock to elect, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, seven directors to serve staggered terms on the Combined Company Board until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified. For additional information, see the “Proposal No. 4 — The Director Election Proposal” section of this proxy statement.

•        Proposal No. 5 (The Incentive Plan Proposal):    A proposal to approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved and adopted, the 2021 Plan, a copy of the form of which is attached to this proxy statement as Annex F. For additional information, see the “Proposal No. 5 — The Incentive Plan Proposal” section of this proxy statement.

•        Proposal No. 6 (The Adjournment Proposal):    A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal or the Incentive Plan Proposal. For additional information, see the “Proposal No. 6 — The Adjournment Proposal” section of this proxy statement.

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Date, Time and Place of the Special Meeting

The Special Meeting will be held virtually on         , 2021 at         a.m., Eastern Time, or at such other date and time to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. You will not be able to physically attend the Special Meeting.

To attend and participate in the Special Meeting, you will need to visit the Meeting Website at                and enter the control number found on your proxy card. If you are a beneficial owner of shares held in street name and wish to attend the Special Meeting, you will need to follow the instructions on your voting instruction form to receive a legal proxy from your bank or broker, and then e-mail a copy (a legible photograph is sufficient) of your legal proxy to                . Beneficial owners who e-mail a valid legal proxy will be issued a control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the Special Meeting should contact                at the above email address no later than               , 2021 to obtain this information. Only one stockholder per control number can access the Meeting Website.

Voting Power; Record Date

Only holders of record of shares of Common Stock at the close of business on         , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the Record Date. Only holders of Class B Common Stock may vote on the Director Election Proposal. Warrants do not have voting rights.

Quorum and Required Vote for the Proposals

In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum at the Special Meeting requires the presence of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting, represented in person (which would include presence at the virtual Special Meeting) or by proxy. On the Record Date, there were          shares of Common Stock outstanding and entitled to vote. Consequently,          shares of Common Stock must be present at the beginning of the Special Meeting to constitute a quorum. Abstentions will be counted for purposes of determining whether there is a quorum at the Special Meeting. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting.

The Sponsor, Atlas and certain of our officers and directors entered into a letter agreement at the time of the IPO pursuant to which they agreed to vote any shares of capital stock of RAC owned by them in favor of the Business Combination Proposal. As of the date hereof, such stockholders own approximately 20% of the total outstanding shares of Common Stock.

The following votes are required for each proposal at the Special Meeting:

•        The Business Combination Proposal:    Approval of the Aria Merger Proposal and approval of the Archaea Merger Proposal each requires the affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Common Stock and (ii) a majority in voting power of the outstanding shares of Common Stock held by RAC stockholders who are not affiliates or associates of Rice Investment Group.

•        The NYSE Proposal:    Approval of the NYSE Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present.

•        The Charter Proposal:    Approval of the Charter Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock.

•        The Governance Proposals:    Approval of each Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present.

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•        The Director Election Proposal:    The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by RAC stockholders present in person (which would include presence at the virtual Special Meeting) or by proxy at the virtual Special Meeting and entitled to vote thereon.

•        The Incentive Plan Proposal:    Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present.

•        The Adjournment Proposal:    Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, at a meeting at which a quorum is present.

With respect to each Proposal in this proxy statement (other than the Director Election Proposal), you may vote “FOR, ” “AGAINST” or “ABSTAIN.” With respect to the Director Election Proposal, holders of Class B Common Stock may vote “FOR” or “WITHHOLD” with respect to each nominee.

If a stockholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Special Meeting in person, then the stockholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Aria Merger Proposal, the Archaea Merger Proposal and the Charter Proposal, but will have no effect on the outcome of any other proposal in this proxy statement.

Abstentions (or in the case of the Director Election Proposal, “WITHHOLD” votes) will be counted in connection with the determination of whether a valid quorum is established, but their effect on the Proposals differ as follows: (i) an abstention will have the same effect as a vote “AGAINST” the Aria Merger Proposal, the Archaea Merger Proposal, the NYSE Proposal, the Charter Proposal and the Incentive Plan Proposal and (ii) an abstention or “WITHHOLD” vote will have no effect on the Governance Proposals, the Director Election Proposal or the Adjournment Proposal.

Recommendation to RAC Stockholders

The Board believes that the Business Combination Proposal and the other Proposals to be presented at the Special Meeting are in the best interest of RAC stockholders and unanimously recommends that our stockholders vote “FOR” each of the Proposals.

When you consider the recommendation of the Board in favor of approval of the Business Combination Proposal and the other Proposals, you should keep in mind that aside from their interests as stockholders, our Sponsor, Archaea, certain members of our Board and officers, and certain Archaea officers have interests in the Business Combinations that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the Proposals.

Special Committee

Because Archaea is currently majority-owned and controlled by Rice Investment Group (an affiliate of RAC and the Sponsor), RAC created the Special Committee, which is composed of the independent directors of RAC, to negotiate the Business Combinations. The Business Combinations were unanimously recommended to the Board by the Special Committee and were approved by the Board based on the Special Committee’s unanimous recommendation.

RAC’s independent directors also own shares of Common Stock, the value of which may be affected by the Business Combinations.

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Reasons for the Approval of the Business Combinations

We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We sought to do this by utilizing the networks and industry experience of both the Sponsor and the Board to identify and acquire one or more businesses in the broadly defined energy transition or sustainability arena, with a specific concentration 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.

The Board and the Special Committee considered the following positive factors, among others, which are not weighted or in any order of significance:

•        Target Industry.    Archaea’s and Aria’s management teams possess deep knowledge of the renewable natural gas industry, and the fact that Aria’s and Archaea’s business falls squarely within this particular area of expertise provides us with an opportunity to leverage such expertise in order to realize the investment potential from the Business Combinations.

•        Platform Supports Further Growth Initiatives.    Aria’s and Archaea’s existing platform supports the further penetration within its existing markets and customers, the addition of new customers and the entry into adjacent markets.

•        Valuation.    The Board and the Special Committee concluded that the aggregate consideration payable under the Business Combination Agreements reflects an attractive valuation relative to publicly listed companies with certain characteristics comparable to Aria and Archaea such as similar industry, end markets, and growth profiles. Taken together with Aria’s and Archaea’s strong performance, projected revenue growth rate, and projected profitability, along with the caliber of investors involved in the PIPE Investment, the Special Committee determined that the Business Combinations presented a compelling acquisition opportunity for us and our stockholders.

•        Opinion of the Special Committee’s Financial Advisor.    The Special Committee considered the financial analyses of Moelis, as reviewed and discussed with the Special Committee, as well as the opinion of Moelis to the effect that, as of April 7, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in Moelis’ written opinion, the aggregate consideration to be paid in the Business Combinations was fair, from a financial point of view, to us.

•        Due Diligence.    The Special Committee, with assistance from its advisors, conducted a due diligence review of Aria and Archaea and their respective businesses, including review of relevant documentation and discussions with each management team and the Special Committee’s and our financial, legal and other advisors.

•        Other Alternatives.    Having thoroughly reviewed the other potential business combination opportunities available to us, the Special Committee determined that the Business Combinations presented the most attractive business combination opportunity based on the process it utilized to evaluate such other potential business combination opportunities and the belief that such process has not yielded more attractive alternatives, taking into account the potential risks, rewards and uncertainties associated with potential alternatives.

•        Negotiated Transaction.    The financial and other terms and conditions of the Business Combination Agreements and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligations and the termination provisions, were the product of arm’s length negotiations among the Special Committee, RAC, Aria, and Archaea, and the Board believes that such terms are reasonable and fair to our stockholders.

For more information about our decision-making process, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Approval of the Business Combinations — The Special Committee’s Reasons for the Approval of the Business Combinations.”

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Opinion of Moelis, the Financial Advisor to the Special Committee of RAC

RAC retained Moelis & Company LLC (“Moelis”) to act as financial advisor to the Special Committee in connection with the Business Combinations. At the meeting of the Special Committee on April 7, 2021 to evaluate and approve the Business Combination Agreements and the Business Combinations, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated April 7, 2021, addressed to the Special Committee as to the fairness, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, of the aggregate consideration to be paid in the Business Combinations by RAC.

The full text of Moelis’ written opinion, dated April 7, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex H to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Special Committee (solely in its capacity as such) in its evaluation of the Business Combinations. Moelis’ opinion was limited solely to the fairness, from a financial point of view, to RAC of the aggregate consideration to be paid by RAC in the Business Combinations, and does not address RAC’s underlying business decision to effect the Business Combinations or the relative merits of the Business Combinations as compared to any alternative business strategies or transactions that might be available to RAC. Moelis’ opinion does not constitute a recommendation as to how any holder of securities of RAC, Aria, Archaea or any other person should vote or act with respect to the Business Combinations or any other matter.

For a further discussion of Moelis’ opinion, see “Proposal No. 1 — The Business Combination Proposal — Opinion of the Special Committee’s Financial Advisor” beginning on page 134.

Redemption Rights

Pursuant to the Existing Charter, we are providing the Public Stockholders with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash upon the Closing. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares. A Public Stockholder may elect to redeem all or a portion of its shares of Class A Common Stock whether it votes its shares of Common Stock for or against, or whether it abstains from voting on, the Business Combination Proposal or any other Proposal described by this proxy statement.

If the Business Combinations are not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combinations are consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of Class A Common Stock for 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 Closing, including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes of RAC, divided by the number of then-outstanding shares of Class A Common Stock and Class A units of RAC Opco (other than those held by RAC). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per share.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

See the section entitled “Special Meeting of RAC Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of Class A Common Stock for cash.

For a discussion summarizing the material U.S. federal income tax consequences of an exercise of Redemption Rights, please see “Proposal No. 1 — The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations to Holders of Class A Common Stock Exercising Redemption Rights.”

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Appraisal Rights

Neither our stockholders nor our warrantholders have appraisal rights in connection with the Business Combinations under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. RAC has engaged D.F. King to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at the virtual Special Meeting) if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of RAC Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combinations

In considering the recommendation of the Board to vote in favor of the Business Combinations, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain members of the Board and officers have interests in the Business Combinations that are different from, or in addition to, the interests of our stockholders generally. The Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combinations and transaction agreements and in recommending to our stockholders that they vote “FOR” the Proposals, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. These interests include, among other things, the fact that if RAC does not consummate a business combination by October 26, 2022, RAC will be required to dissolve and liquidate and the securities held by the Sponsor will be of no value because the Sponsor has agreed to waive its rights to any liquidation distributions. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combinations.”

In considering the recommendation of our Board and the Special Committee to vote for the Proposals, stockholders should be aware that aside from their interests as stockholders, our Sponsor, Archaea, and certain members of our Board and officers, and certain Archaea officers have interests in the Business Combinations that may be different from, or in addition to, those of other stockholders generally. See the sections entitled “Risk Factors — Risks Relating to RAC and the Business Combinations — Directors and officers of RAC have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combinations and approval of the other Proposals” for more information and other risks.

Summary of Risk Factors

In evaluating the Business Combinations and the Proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors.” The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of RAC and the Companies to complete the Business Combinations, and (ii) the business, cash flows, financial condition and results of operations of the Companies prior to the consummation of the Business Combinations and the Combined Company following consummation of the Business Combinations.

Below is a summary of some of the principal risks related to the Business Combinations:

•        The occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreements or the termination of the Subscription Agreements.

•        The inability to recognize the anticipated benefits of the proposed Business Combinations, which may be affected by, among other things, the amount of cash available following any redemption of Public Shares by the RAC stockholders.

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Below is a summary of some of the principal risks the Companies face:

•        Risks associated with the Combined Company’s identifying, acquiring, developing, operating and expanding LFG projects, as well as its ability to expand production at the Companies’ current projects.

•        Risks associated with new lines of business such as feedstocks other than LFG.

•        The potential for operating losses in the event variable costs rise, or market or other variable sales prices fall, unexpectedly.

•        Risks resulting from competition in the Combined Company’s industry.

•        Uncertainties surrounding LFG output and RNG production levels.

•        Risks associated with market, regulatory and policy trends that could reduce the demand for the Combined Company’s products and services or increase the Combined Company’s costs.

•        Risks arising from the Combined Companies’ contractual arrangements and reliance on contractual counterparties and other third party commercial partners.

•        Risks arising from the Combined Companies’ expected substantial indebtedness.

•        Risks associated with the interconnection and transmission facilities that the Combined Company will not own or control.

•        Risks associated with hazardous activities and materials, terrorist activities and natural disasters.

•        Risks associated with customer and geographic concentration.

•        Risks resulting from the fact that the Combined Company is expected to have limited control over management decisions at certain of its assets.

•        Risks associated with newly-constructed facilities.

•        Risks associated with hedging arrangements.

•        Risks resulting from the Companies’ history of accounting losses and potential for future losses.

•        Risks resulting from the Combined Companies’ reliance on key management.

•        Risks related to the Companies’ transition to public reporting requirements, including risks resulting from the certain material weaknesses in internal control over financial reporting identified by Archaea.

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Risk Factors

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the annexes, financial statements and notes to the financial statements included herein, in evaluating the Business Combinations and the Proposals to be voted on at the Special Meeting. Certain of the following risk factors apply to the business and operations of RAC or the Companies and will also apply to the business and operations of the Combined Company following the completion of the Business Combinations. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combinations, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of the Companies and our business, financial condition and prospects following the completion of the Business Combinations. RAC or the Companies may face additional risks and uncertainties that are not presently known to us or the Companies, or that we or the Companies currently deem immaterial, which may also impair our, the Companies’ or the Combined Company’s business or financial condition.

Risks Related to the Business and Industry of the Combined Company

The following risk factors apply to the business and operations of the Companies and will also apply to the business and operations of the Combined Company following the completion of the Business Combinations.

Our commercial success depends on our ability to identify, acquire, develop and operate LFG projects, as well as our ability to expand production at our current projects.

Our business strategy includes growth primarily through the procurement of landfill gas rights to develop new LFG projects, the acquisition and expansion of existing LFG projects, or conversion of projects from electricity to RNG production. This strategy depends on our ability to successfully identify and evaluate acquisition opportunities and complete new projects or acquisitions on favorable terms. However, we cannot assure you that we will be able to successfully identify new landfill opportunities, acquire additional gas rights and develop new LFG projects, or consummate the acquisition of existing LFG projects, on favorable terms or at all. In addition, we will compete with other companies for these development and acquisition opportunities, which may increase our costs or cause us to refrain from making acquisitions at all. We also expect to achieve growth through the expansion of production at certain of our current projects as the related landfills are expanded or otherwise begin to produce more gas, but we cannot assure you that we will be able to reach or renew the necessary agreements with landfill owners on economically favorable terms or at all. If we are unable to successfully identify and consummate future project opportunities or acquisitions of existing projects, or expand electricity and renewable natural gas production at our current projects, it will impede our ability to execute our growth strategy. Further, we may also experience delays and cost overruns in converting existing facilities from electricity to RNG production. During the conversion of projects, there may be a gap in production and relating revenue while the electricity project is offline until it commences operation as an RNG facility, which adversely affects our financial condition and results of operations.

Our ability to acquire, develop and operate projects, as well as expand production at current projects, is subject to many risks, including:

•        regulatory changes that affect the value of RNG from Environmental Attributes, which could have a significant effect on the financial performance of our projects and the number of potential projects with attractive economics;

•        changes in energy commodity prices, such as natural gas and wholesale electricity prices, which could have a significant effect on our revenues and expenses;

•        changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines for delivery to third parties or increase the costs of processing RNG to allow for such deliveries;

•        changes in the broader waste collection industry, including changes affecting the waste collection and biogas potential of the landfill industry, which could limit the LFG resource that we currently target for our projects;

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•        substantial construction risks, including the risk of delay, that may arise due to forces outside of our control, including those related to engineering and environmental problems, inclement weather and labor disruptions;

•        operating risks and the effect of disruptions on our business, including the effects of global health crises such as COVID-19, weather conditions, catastrophic events such as fires, explosions, earthquakes, droughts and acts of terrorism, and other force majeure events on us, our customers, suppliers, distributors and subcontractors;

•        accidents involving personal injury or the loss of life;

•        entering into markets where we have less experience, such as our projects for biogas recovery at livestock farms;

•        the ability to obtain financing for a project on acceptable terms or at all and the need for substantially more capital than initially budgeted to complete projects and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

•        failures or delays in obtaining desired or necessary land rights, including ownership, leases, easements, zoning rights and building permits;

•        a decrease in the availability, pricing and timeliness of delivery of raw materials and components, necessary for the projects to function;

•        obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations;

•        penalties, including potential termination, under short-term and long-term contracts for failing to deliver RNG in accordance with our contractual obligations;

•        unknown regulatory changes RNG which may increase the transportation cost for delivering under contracts in place;

•        the consent and authorization of local utilities or other energy development off-takers to ensure successful interconnection to energy grids to enable power and gas sales; and

•        difficulties in identifying, obtaining and permitting suitable sites for new projects.

Any of these factors could prevent us from acquiring, developing, operating or expanding our projects, or otherwise adversely affect our business, financial condition and results of operations.

Acquiring existing projects involves numerous risks.

The acquisition of existing LFG projects and companies involves numerous risks, many of which may be indiscoverable through the due diligence process, including exposure to previously existing liabilities and unanticipated costs associated with the pre-acquisition period; difficulty in integrating the acquired projects into our existing business; and, if the projects are in new markets, the risks of entering markets where we have limited experience, less knowledge of differences in market terms for gas rights agreements and off-take agreements, and, for international projects, possible exposure to exchange-rate risk to the extent we need to finance development and operations of foreign projects to repatriate earnings generated by such projects. While we perform due diligence on prospective acquisitions, we may not be able to discover all potential operational deficiencies in such projects. A failure to achieve the financial returns we expect when we acquire LFG projects could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations.

Risks related to acquiring existing projects, include:

•        the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing stockholders;

•        the acquired companies or assets may not improve our customer offerings or market position as planned;

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•        we may have difficulty integrating the operations and personnel of the acquired companies;

•        key personnel and customers of the acquired companies may terminate their relationships with the acquired companies as a result of or following the acquisition;

•        we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

•        we may incur additional costs and expenses related to complying with additional laws, rules or regulations in new jurisdictions;

•        we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence or adequately adjust for in our acquisition arrangements;

•        our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically diverse enterprises;

•        we may incur one-time write-offs or restructuring charges in connection with an acquisition;

•        we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and

•        we may not be able to realize the cost savings or other financial benefits we anticipated.

In order to secure contracts for new projects, we typically face a long and variable development cycle that requires significant resource commitments and a long lead time before we realize revenues.

The development, design and construction process for our renewable energy projects generally lasts from 24 to 36 months, on average. Prior to signing a development agreement, we typically conduct a preliminary audit of the site host’s needs and assess whether the site is commercially viable based on our expected return on investment, investment payback period, and other operating metrics, as well as the necessary permits to develop a project on that site. This extended development process requires the dedication of significant time and resources from our sales and management personnel, with no certainty of success or recovery of our expenses. A potential site host may go through the entire sales process and not accept our proposal. Further, upon commencement of operations, it typically takes 12 months or longer for the project to ramp up to our expected production level. All of these factors, and in particular, increased spending that is not offset by increased revenues, can contribute to fluctuations in our quarterly financial performance and increase the likelihood that our operating results in a particular period will fall below investor expectations.

Our business plans include expanding from LFG projects into other types of feedstocks or transmission projects. Any such expansions of non-LFG projects or transmission projects may present unforeseen challenges and result in a competitive disadvantage relative to our more-established competitors.

We currently operate primarily LFG projects that convert landfill gas into renewable electricity and RNG. However, we are actively developing projects that use anaerobic digesters to capture and convert emissions into low-carbon, RNG, electricity and green hydrogen, and may expand into additional feedstocks in the future. In addition, we are actively considering expansion into other lines of business, including carbon sequestration, renewable electricity for our projects from solar and the production of green hydrogen. These projects could expose us to increased operating costs, unforeseen liabilities or risks, and regulatory and environmental concerns associated with entering new sectors of the energy industry, including requiring a disproportionate amount of our management’s attention and resources, which could have an adverse impact on our business as well as place us at a competitive disadvantage relative to more established non-LFG market participants.

Sequestering carbon dioxide is subject to numerous laws and regulations with uncertain permitting timelines and costs. We also intend to explore the production of green hydrogen sourced from a number of our projects’ RNG, and we may enter into long-term fixed price off-take contracts for green hydrogen that we may produce at our projects. We are actively evaluating the addition of hydrogen development at two of our RNG development projects in California that could come online as soon as 2023. We do not have an operating history in the green hydrogen market and our forward projections are based on uncertain operations in the future.

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Some projects in which we might invest in the future may be subject to cost-of-service rate regulation, which would limit our potential revenue from such projects. If we invest, directly or indirectly, in an electric transmitting project that allows us to exercise transmission market power, FERC could require our affiliates with MBR power sales authority to implement mitigation measures as a condition of maintaining our or our affiliates’ MBR authority. FERC regulations limit using a transmission project for proprietary purposes, and we may be required to offer others (including competitors) open-access to our transmission asset, should we acquire one. Such acquisitions could have a material adverse effect on our business, financial condition and results of operations.

Other types of feedstock, specifically livestock waste and dairy farm projects, produce significantly less RNG than landfill facilities. As a result, the commercial viability of these projects is even more dependent on various factors and market forces outside of our control, like changes to law or regulations that could affect the value of our projects or the incentives available to them. In addition to these known factors, there are other factors currently unknown to us that may affect the commercial viability of other types of feedstock. As such, expansion into other types of feedstock could adversely affect our business, financial condition, and results of operations.

Our fixed-price contracts create the potential for operating losses in the event our variable costs rise unexpectedly.

Approximately 65% of our RNG volumes are contracted under long-term fixed price off-take agreements. We believe our fixed-price arrangements reduce our exposure to fluctuating energy and commodity prices. However, if our costs were to rise unexpectedly, the revenue under our fixed-price contracts would remain constant, which may result in operating losses.

Although approximately 65% of our RNG volumes are contracted under long-term fixed price off-take agreements, approximately 35% of our RNG volumes are contracted on a merchant pricing basis that exposes us to the risk of price fluctuations.

Contracting our RNG volumes on a merchant pricing basis allows us to capture the value of prevailing LCFS and RIN credits; however, the value of such Environmental Attributes has historically been volatile and remains difficult to forecast. Although we aim to cap our exposure to merchant pricing by covering our production with long-term fixed priced contracts, we may not be able to increase the amount of our production that is covered by such contracts or even maintain our historical percentages.

The price of RINs is driven by various market forces that are difficult to predict, including gasoline prices and the availability of renewable fuel from other renewable energy sources and conventional energy sources. We may be unable to manage the risk of volatility in RIN pricing for all or a portion of our revenues from RINs, which would expose us to the volatility of commodity prices with respect to all or the portion of RINs that we are unable to sell through forward contracts, including risks resulting from changes in regulations, general economic conditions and changes in the level of renewable energy generation. We expect to have quarterly variations in the revenues from the projects in which we generate revenue from the sale of RINs that we are unable to sell through forward contracts.

Further, the production of RINs significantly in excess of the RVOs set by the EPA for a calendar year could adversely affect the market price of RINs, particularly towards the end of the year, if refiners and other Obligated Parties have satisfied their RVOs for the year. A significant decline in the price of RINs and price of LCFS credits for a prolonged period could adversely affect our business, financial condition and results of operations, and could require us to take an impairment charge relating to one or more of our projects.

A prolonged environment of low prices or reduced demand for electricity or renewable natural gas could have a material adverse effect on our long-term business prospects, financial condition and results of operations.

Long-term electricity and renewable natural gas prices may fluctuate substantially due to factors outside of our control. The price of electricity can vary significantly for many reasons, including increases and decreases in generation capacity in our markets; changes in power transmission or fuel transportation capacity constraints or inefficiencies; power supply disruptions; weather conditions; seasonal fluctuations; changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices; development of new fuels or new technologies for the production of power; federal and state regulations; and actions of the ISOs and RTOs that control and administer regional power markets.

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If we are unable to renew or replace an off-take agreement for a project for which we continue to produce RNG, we would be subject to the risks associated with selling the RNG produced at that project at then-current market prices. We may be required to make such sales at a time when the market price for natural gas as a whole or in the region where that project is located, is depressed. If this were to occur, we would be subject to the volatility of gas prices and be unable to predict our revenues from such project, and the sales prices for such RNG may be lower than what we could sell the RNG for under an off-take agreement.

Further, the amount of power consumed by the electric utility industry is affected primarily by the overall demand for electricity, environmental and other governmental regulations and the price and availability of fuels such as nuclear, coal, natural gas and oil, as well as sources of renewable energy. A decline in prices for certain fuels or reduced government incentives for renewable energy sources could also make landfill gas less cost-competitive on an overall basis. Slow growth or a long-term reduction in overall demand for energy could have a material adverse effect on our business strategy and could, in turn, have a material adverse effect on our business, financial condition and results of operations.

A reduction in the prices we can obtain for our RECs could have a material adverse effect on our long-term business prospects, financial condition and results of operations.

A significant portion of our power and gas revenues come from the sale of RECs, whether bundled in the price of our production or sold separately. RECs exist because of legal and governmental regulatory requirements, and a change in law or in governmental policies concerning renewable electricity, landfill gas or the sale of RECs could be expected to affect the market for, and the pricing of, the RECs that we can generate through production at our renewable energy projects. A reduction in the prices we receive for RECs, whether individually or as a portion of the price we receive for our power sales, or a reduction in demand for RECs could have a material adverse effect on our results of operations.

We face competition both on the prices we receive for our electricity and renewable natural gas and for rights to manage or develop LFG projects.

We face competition from both conventional and renewable energy companies in connection with the prices that we can obtain for the electricity and renewable natural gas that we produce and sell into energy markets at wholesale market prices. The prices that these energy companies can offer are dependent on a variety of factors, including their fuel sources, transmission costs, capacity factor, technological advances and their operations and management. If these companies are able to offer their energy at lower prices, this will reduce the prices we are able to obtain in these markets, which could have a material adverse effect on our results of operations. Our competitors may also offer energy solutions at prices below cost, devote significant sales forces to competing with us or attempt to recruit our key personnel by increasing compensation, any of which could improve their competitive positions. In addition, the technologies that we use may be rendered obsolete or uneconomical by technological advances, more efficient and cost-effective processes or entirely different approaches developed by one or more of our competitors or others. Moreover, if the demand for renewable energy increases, new companies may enter the market, and the influx of added competition will pose an increased risk to us.

In the LFG industry, we believe our primary competitors are other LFG companies with existing projects and landfill owners that either operate their own LFG projects or may do so in the future. We compete with these companies to acquire landfill gas rights for development or existing LFG projects with projected stable cash flows, or in some cases to renew or extend existing gas rights or off-take agreements. Increased competition for such projects may increase the price we pay for gas rights, the acquisition costs for existing projects or the royalties we have to pay landfill owners, which may have a material adverse effect on our results of operations. We may also find ourselves competing more frequently with landfill owners to the extent they decide to develop their own LFG projects, which would also reduce the number of opportunities for us to develop new LFG projects.

Our renewable energy projects may not produce expected levels of output, and the amount of landfill gas actually produced at each of our projects will vary over time and, when a landfill closes, eventually decline.

Landfills contain organic material whose decomposition causes the generation of gas consisting primarily of methane, which LFG projects use to generate power or renewable natural gas, and carbon dioxide. See “Information about the Combined Company.” The estimation of landfill gas production volume is an inexact process and

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dependent on many site-specific conditions, including the estimated annual waste volume, composition of waste, regional climate and the capacity and construction of the landfill. Production levels are subject to a number of additional risks, including a failure or wearing out of our or our landfill operators’, customers’ or utilities’ equipment; an inability to find suitable replacement equipment or parts; less than expected supply or quality of the project’s source of biogas and faster than expected diminishment of such biogas supply; or volume disruption in our fuel supply collection system. As a result, the amount of landfill gas actually produced by the landfill sites from which our projects collect landfill gas or the volume of electricity or renewable natural gas generated from those sites may in the future vary from our initial estimates, and those variations may be material. In addition, we have in the past, and may in the future, incur material asset impairment charges if any of our renewable energy projects incurs operational issues that indicate our expected future cash flows from the project are less than the project’s carrying value. Any such impairment charge could adversely affect our operating results in the period in which the charge is recorded.

Generally the amount of gas produced at a landfill increases for up to three years after they stop collecting waste, at which time the gas volume begins to gradually decline. As of June 30, 2021, one of the landfills where our projects are located is a closed landfill. Of the remaining 32 landfills, one is currently expected to close within the next three years and another five are currently expected to close within the next ten years, based upon current permits which are eligible to receive extensions to accept waste for additional time periods. If we do not develop or acquire projects attached to open or expanding landfills, over time the total amount of landfill gas available to operate our projects would decline, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, in order to maximize collection of landfill gas, we will need to take various measures, such as drilling additional gas wells in the landfill to increase landfill gas collection, balancing the pressure on the gas field based on the data collected by the landfill operator from the gas wells to ensure optimum landfill gas utilization and ensuring that we match availability of engines and related equipment to availability of landfill gas. There can be no guarantee that we will be able to take all necessary measures to maximize collection. In addition, the landfill gas available to our projects is dependent in part on the actions of other persons, such as landfill operators. We may not be able to ensure the responsible management of the landfill site by owners and operators, which may result in less than optimal gas generation or increase the likelihood of “hot spots” occurring. Hot spots can temporarily reduce the volume of gas which may be collected from a landfill site, resulting in a lower gas yield. Other events that can result in a reduction in landfill gas output include: extreme hot or cold temperatures or excessive rainfall; liquid levels within a landfill increasing; oxidation within a landfill, which can kill the anaerobic microbes that produce landfill gas; and the buildup of sludge. The occurrence of these or any other changes within any of the landfills where our projects operate could lead to a reduction in the amount of landfill gas being available to operate our projects, which could have a material adverse effect on our business, financial condition and results of operations.

Increased rates of recycling and legislation encouraging recycling, increased use of waste incineration, advances in waste disposal technology and decreases in the gross domestic product of the United States could decrease the availability or change the composition of waste for landfill gas.

The volume and composition of landfill gas produced at open landfill sites depends in part on the volume and composition of waste sent to such landfill sites, which could be affected by a number of factors. For example, increased rates of recycling or increased use of waste incineration could decrease the volume of waste sent to landfills, while organics diversion strategies such as composting can reduce the amount of organic waste from landfills. There have been numerous federal and state regulations and initiatives over the years that have led to higher levels of recycling of paper, glass, plastics, metal and other recyclables, and there are growing discussions at various levels of government about developing new strategies to minimize the negative environmental impacts of landfills and related emissions, including diversion of biodegradable waste from landfills. Although many recyclable materials other than paper do not decompose and therefore do not ultimately contribute to the amount of landfill gas produced at a landfill site, it is too early to conclude definitively what impact recycling and other similar efforts will have on the volume and proportion of biodegradable waste sent to landfill sites across the United States.

In addition, research and development activities are ongoing to provide alternative and more efficient technologies to dispose of waste, to produce by-products from waste and to produce energy, and an increasing amount of capital is being invested to find new approaches to waste disposal, waste treatment and energy generation.

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It is possible that this deployment of capital may lead to advances which will adversely affect our sources of landfill gas or provide new or alternative methods of waste disposal or energy generation that become more accepted, or more attractive, than landfills.

Increased rates of recycling, legislation encouraging recycling, increased use of waste incineration, advancements in waste disposal technology, organics diversion, or an economic downturn in the United States, for any reason, could impact the volume and composition of waste produced in the United States and, as a consequence, the volume and composition of waste sent to landfill sites from which our projects collect landfill gas, which could adversely affect our business operations, prospects, financial condition and operational results.

We are dependent on contractual arrangements with, and the cooperation of, landfill site owners and operators for access to and operations on their sites.

We do not own any of the landfill sites from which our projects collect landfill gas or on which we operate and manage projects owned by landfill owners, and therefore we depend on contractual relationships with, and the cooperation of, the landfill site owners and operators for our operations. The invalidity of, or any default or termination under, any of our leases and licenses may interfere with our ability to use and operate all or a portion of certain of our project facilities, which may have an adverse impact on our business, financial condition and results of operations. We obtain gas rights to the landfills on which our projects operate, with some of these gas rights being evergreen and others having fixed terms. Excluding our O&M projects owned by third parties, the gas rights associated with our 23 projects that are not evergreen are due to expire at varying points over the next 24 years, with gas rights to six landfills due to expire by the end of 2031. See “Information about the Combined Company — Market Opportunity.” While we have historically been successful in renewing gas rights as they expire on favorable terms, we have sometimes had to pay increased royalty payments in connection with renewals of gas rights to reflect then-current market terms. We cannot guarantee that we will be able to renew any gas rights that expire in the future on commercial terms that are attractive to us or at all, and any failure to do so, or any other disruption in the relationship with any of the landfill operators from whose landfill sites our projects obtain landfill gas or for whom we operate LFG facilities, may have a material adverse effect on our business operations, prospects, financial condition and operational results.

In addition, the ownership interests in the land subject to these easements, leases and rights-of-way may be subject to mortgages securing loans or other liens (such as tax liens) and other easement, lease rights and rights-of-way of third parties (such as leases of oil or mineral rights) that were created prior to our projects’ easements, leases and rights-of-way. As a result, certain of our projects’ rights under these easements, leases or rights-of-way may be subject, and subordinate, to the rights of those third parties. We may not be able to protect our operating projects against all risks of loss of our rights to use the land on which our projects are located, and any such loss or curtailment of our rights to use the land on which our projects are located and any increase in rent due on such lands could adversely affect our business, financial condition and results of operations.

Our gas rights and off-take agreements are subject to certain conditions. A failure to satisfy those conditions could result in the loss of gas rights or the termination of an off-take agreement.

Our gas rights agreements generally require that we achieve commercial operations for a project as of a specified date. If we do not satisfy such a deadline, the agreement may be terminated at the option of the landfill without any reimbursement of any portion of the purchase price paid for the gas rights or any other amounts we have invested in the project. Delays in construction or delivery of engines and other equipment may result in our failing to meet the commercial operations deadline in a gas rights agreement. The denial or loss of a permit essential to a project could impair our ability to construct or operate a project as required under the related gas rights agreement. Delays in the review and permitting process for a project can also impair or delay our ability to construct or acquire a project and satisfy any commercial operations deadlines, or increase the cost such that the project is no longer attractive to us. Likewise, certain of our off-take agreements have required us to achieve commercial operations as of a specified date, and off-take agreements we enter into in the future may have similar requirements. Failure to achieve such deadlines could result in the loss of such an off-take agreement.

Furthermore, certain of our gas rights agreements require us to deliver a minimum quantity of energy to our customers. Any issues with our production at the corresponding projects, including due to weather, unplanned outages or transmission problems, to the extent not caused by the landfill or covered by force majeure provisions

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in the gas rights agreement, could result in the loss of these gas rights. Our gas rights agreements often grant us the right to build additional generation capacity in the event of increased landfill gas supply, but failure to use such increased supply after a prescribed period of time can result in the loss of the rights to the unused landfill gas.

Our gas rights agreements provide that our projects must be operated in compliance with laws and regulations. If our facility causes the landfill to be out of compliance with their permits, we will be obligated to correct the issue or our rights to the landfill gas can be terminated. Finally, we may acquire gas rights but later determine that developing or continuing to operate a project is not economically desirable, and we may cease development or operations and thereby lose control of such gas rights. Any loss of gas rights associated with any potential future or existing project could impede our ability to execute our growth strategy and have a material adverse effect on our business, financial condition and results of operations.

Finally, certain of the gas rights agreements and off-take agreements for projects in our portfolio and that we may acquire in the future allow or may allow the landfill owner or off-take counterparty to acquire or otherwise purchase a portion or all of the applicable project facilities from us. Any such sale of a project facility could have an adverse effect on our results of operations if we are unable to locate and acquire suitable replacement projects in a timely fashion.

Our projects face operational challenges customary to the energy industry. An unexpected reduction in energy production at any of our projects may have a material adverse effect on our results of operations and could adversely affect the associated off-take agreement.

The ongoing operation of our facilities involves risks that include the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to normal wear and tear of our equipment, latent defects, design or operator errors or force majeure events, among other factors. Operation of our facilities also involves risks that we will be unable to transport our product to our customers in an efficient manner due to a lack of transmission capacity or other problems with third party interconnection and transmission facilities. Unplanned outages of equipment, including extensions of scheduled outages due to mechanical failures or other problems, occur from time to time and are an inherent risk of our business. Unplanned outages typically increase our operation and maintenance expenses and may reduce our revenue or require us to incur significant costs as a result of obtaining replacement energy from third parties in the open market to satisfy our energy sales obligations. Landfill owners and operators can also impact our energy generation if in the course of ongoing operations they damage the landfill’s gas collection systems. Our inability to operate our facilities efficiently, manage capital expenditures and costs and generate earnings and cash flow could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are generally also required under our off-take agreements to deliver a minimum quantity of the applicable energy products to the counterparty. Unless we can rely on a force majeure provision in the related off-take agreement, falling below such a threshold could require us to compensate our counterparty for the energy, REC or RIN deficiency for our counterparty in the open market or could result in a reduced rate to be paid for the energy we deliver in the future until any subsequent price reset date in the agreement or permanently, as well as possibly allowing the counterparty to terminate the agreement and subject us to certain termination payments. A reduction in energy production or the loss of an off-take agreement may also result in a project having its permit revoked, which in turn could result in the loss of the related gas rights. Likewise, the denial or loss of a permit essential to a project could impede our ability to satisfy any energy production requirements which we may be subject to under an off-take agreement. Thus, any unexpected reduction in output at any of our projects that leads to any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

Additionally, certain of our projects have granted subordinated second-lien security interests on certain project assets in order to secure our performance under their GSAs. In the event we are unable to perform under or are otherwise in breach of these agreements, it is possible that the counterparties thereunder could enforce their security interests, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations and acquisitions. It could also expose us to the risk of increased interest rates and limit our ability to react to changes in the economy or our industry.

After giving effect to the Business Combinations, our pro forma consolidated indebtedness as of March 31, 2021 would have been approximately $       million, or approximately       % of our total pro forma capitalization of $       at such date. See the section entitled “Capitalization” for a discussion of the related pro forma adjustments and assumptions.

Our substantial indebtedness could have important consequences, including, for example:

•        being required to accept then-prevailing market terms in connection with any required refinancing of such indebtedness, which may be less favorable than existing terms;

•        failure to refinance, or to comply with the covenants in the agreements governing, these obligations could result in an event of default under those agreements, which could be difficult to cure or result in our bankruptcy;

•        our debt service obligations require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, thereby reducing the funds available to us and our ability to borrow to operate and grow our business;

•        our limited financial flexibility could reduce our ability to plan for and react to unexpected opportunities; and

•        our substantial debt service obligations make us vulnerable to adverse changes in general economic, credit and capital markets, industry and competitive conditions and adverse changes in government regulation and place us at a disadvantage compared with competitors with less debt.

Any of these consequences could have a material adverse effect on our business, financial condition and results of operations. If we do not comply with our obligations under our debt instruments, we may be required to refinance all or part of our existing debt, borrow additional amounts or sell securities, which we may not be able to do on favorable terms or at all. In addition, increases in interest rates and changes in debt covenants may reduce the amounts that we can borrow, reduce our cash flows and increase the equity investment we may be required to make to complete construction of our LFG projects. These increases could cause some of our projects to become economically unattractive. If we are unable to raise additional capital or generate sufficient operating cash flow to repay our indebtedness, we could be in default under our lending agreements and could be required to delay construction of new projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our projects, all of which could have a material adverse effect on our business, financial condition and results of operations.

In connection with our entry into the Business Combination Agreements, we received a commitment letter from Comerica Bank, subject to certain funding conditions, for a proposed new five-year senior secured credit facility consisting of a $220 million term loan and a revolver of up to $120 million (the “new credit facility”). The new credit facility and any future indebtedness may contain financial and other restrictive covenants that limit our ability to return capital to stockholders or otherwise engage in activities that may be in our long-term best interests. Our inability to comply with those covenants could result in an event of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, failure to comply with such covenants may entitle the related lenders to demand repayment and accelerate all such indebtedness.

In connection with certain project development opportunities, we have utilized project-level financing in the past and may need to do so again in the future; however, we may unable to obtain such financing on commercially reasonable terms or at all. The agreements governing such financings typically contain financial and other restrictive covenants that limit a project subsidiary’s ability to make distributions to its parent or otherwise engage in activities that may be in its long-term best interests. Project-level financing agreements generally prohibit distributions from the project entities to us unless certain specific conditions are met, including the satisfaction of certain financial ratios or a facility achieving commercial operations. Our inability to comply with such covenants may prevent cash distributions by the particular project(s) to us and could result in an event of default which, if not cured or waived,

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may entitle the related lenders to demand repayment or enforce their security interests, which could result in a loss of project assets and/or otherwise have a material adverse effect on our business, results of operations and financial condition.

Existing regulations and policies, and future changes to these regulations and policies, may present technical, regulatory and economic barriers to the generation, purchase and use of renewable energy, and may adversely affect the market for credits associated with the production of renewable energy. See note below about regulatory programs and descriptions of RIN and LCFS programs, located at “Information about the Combined Company — Market Opportunity .”

The market for electric energy produced by renewable resources is influenced by U.S. federal, state and local government regulations and policies concerning such resources. These regulations and policies are continuously being modified, which could result in a significant future reduction in the potential demand for renewable energy, including RINs, RECs and LCFS credits, renewable energy project development and investments. Any new government regulations applicable to our renewable energy projects or markets for renewable energy may result in significant additional expenses or related development costs and, as a result, could cause a significant reduction in demand for our renewable energy. Failure to comply with such requirements could result in the disconnection and/or shutdown of the non-complying facility, our inability to sell electricity or RNG from the non-complying facility, the default of any contracts that we have for the sales that were to be made from the non-complying facility, the imposition of liens, fines, refunds and interest, and/or civil or criminal liability.

The EPA annually sets proposed RVOs for D3 RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007 (“EISA”). The EPA’s issuance of timely and sufficient annual RVOs to accommodate the RNG industry’s growing production levels is necessary to stabilize the RIN market. There can be no assurance that the EPA will timely set annual RVOs or that the RVOs will continue to increase or satisfy the growing receivable natural gas market. EPA may set RVOs inaccurately or inconsistently under current law, and the manner in which EPA sets RVOs may change under legislative or regulatory revisions. The current authorization for EPA’s issuance of RVOs will expire beginning in 2023, and to EPA may issue RVOs under a modified system that has yet to be developed, which creates additional uncertainty as to RIN pricing. Uncertainty as to how the RFS program will continue to be administered and supported by the EPA under the new U.S. presidential administration has created price volatility in the RIN market. We cannot assure you that we will be able to monetize the RINs we generate at the same price levels as we have in the past, that production shortfalls will not impact our ability to monetize RINs at favorable current pricing, and that the rising price environment will continue.

On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California and Oregon (with several other states also actively considering LCFS initiatives similar to those in California and Oregon). In California’s case, in 2009, CARB adopted LCFS regulations aimed at reducing CI of transportation fuel sold and purchased in the state. A CI score is calculated as grams of CO2 equivalent per megajoule of energy by the fuel; the CI score is dependent upon a full lifecycle analysis that evaluates the GHG emissions associated with producing, transporting, and consuming the fuel. LCFS credits can be generated in three ways: (i) fuel pathway crediting that provides low carbon fuels used in California transportation; (ii) project-based crediting that reduces GHG emissions in the petroleum supply chain; and (iii) zero emission vehicle crediting that supports the buildout of infrastructure. CARB awards these credits to RNG projects based on each project’s CI score relative to the targeted CI score for both gasoline and diesel fuels. The number of monetizable LCFS credits per unit of fuel increases with a lower CI score. We cannot assure you that we will be able to maintain or reduce our CI score to monetize LCFS credits at favorable current pricing. Moreover, the inability to sell LCFS credits could adversely affect our business. All of our current electric generating facilities are QFs. We are permitted by FERC to make wholesale sales (that is, sales for resale) of electricity from a QF with a net generating capacity that does not exceed 20 megawatts without obtaining MBR authority or any other approval from FERC. A QF typically may not use any fuel other than a FERC-approved alternative fuel, but for limited use of commercial-grade fuel for certain specified start-up, emergency and reliability purposes. We are required to document the QF status of each of our facilities in applications or self-certifications filed with FERC, which typically requires disclosure of upstream facility ownership, fuel and size characteristics, power sales, interconnection matters, and related technical disclosures.

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Eligibility for MBR authority is predicated on a variety of factors, primarily including the overall market power that the power seller — together with all of its FERC-defined “affiliates” — has in the relevant market. FERC defines affiliates as entities with a common parent that owns, directly or indirectly, 10 percent or more of the voting securities in the two entities. Accordingly, our eligibility and the eligibility of our affiliates to obtain and maintain MBR authority requires an evaluation of the energy assets owned directly or indirectly by us, our Sponsor, and each of our affiliates, satisfying market-power limitations established by FERC. If our Sponsor invests heavily in generating or other electric facilities in a particular geographic market, its market presence could make it difficult for us or our affiliates to obtain and maintain MBR authority, or to secure FERC approval to acquire additional generating facilities, in that market. Certain QFs that we own, and one of our other subsidiaries, hold MBR authority. We may not be able to sell any interest in any of these businesses or facilities absent a prior FERC application and approval process. This may make it more difficult and time-consuming for us to liquidate some of our interests, which could affect our ability to raise cash from our current project portfolio.

The FERC’s orders that grant such wholesale sellers MBR authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the seller can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, public utilities are subject to FERC reporting requirements that impose administrative burdens and that, if violated, can expose the company to criminal and civil penalties or other risks.

Our market-based sales are subject to certain market behavior rules established by FERC, and if any of our generating companies are deemed to have violated those rules, we will be subject to potential disgorgement of profits associated with the violation, penalties, refunds of unlawfully collected amounts with interest, suspension or revocation of MBR authority. If such generating companies were to lose their MBR authority, they would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the significant accounting, record-keeping, and reporting requirements that are typically imposed on vertically-integrated utilities with cost-based rate schedules. This could have a material adverse effect on the rates we are able to charge for power from our facilities.

The regulatory environment for electric generation has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission assets. These changes are ongoing and we cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on our business. Our ability to generate revenue from sales of RINs and LCFS credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and we could also be subject to fines or other sanctions. Moreover, the inability to sell RINs and LCFS credits could adversely affect our business.

ISOs and RTOs determine market design, market rules, tariffs, cost allocations and bidding rules for the regional power markets that they operate, and our projects that sell electricity into such markets are subject to these frequently changing regulatory regimes that vary across jurisdictions.

The wholesale sales of electricity that are made by our QFs and other affiliates with MBR authority are subject to FERC regulation. Retail power sales (i.e., sales of electricity to direct end-users) are subject to state utility laws and state utility commission regulations that differ greatly from state to state.

With the exception of the ERCOT, each of the ISOs and RTOs (in New England, New York, the Mid-Atlantic region, the Midwest, the Southwest and California) operate wholesale power markets pursuant to rules set forth in tariffs that must be filed with and accepted by FERC. We currently do not own any QFs within the ERCOT region of Texas. (The tariffs adopted by these ISOs and RTOs establish wholesale market rules, including with respect to market clearing practices, pricing rules, end eligibility requirements for market participation. We have no ability to control the price-setting, market-design and other activities and requirements of the ISOs and RTOs except through participation in stakeholder proceedings within such ISOs and RTOs and in proceedings before FERC relating to revisions of tariffs filed with, or rules established by FERC. The types of price limitations and other regulatory mechanisms that the ISOs and RTOs impose may have a material adverse effect on the profitability of our current

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owned power projects or any power projects we may acquire in the future that sell electricity into such markets. FERC regulations affecting wholesale power sales, and ISO and RTO rules, tariffs and practices are generally beyond our control, and can change frequently. If we enter a new jurisdiction, we will be subject to additional regulatory requirements with which we may not yet have direct experience. The lack of uniformity of regulatory and business practices, the possibility that requirements and practices will change, and the difficulties we may face in entering new markets with which we are unfamiliar could affect our financial performance in existing and new markets, which could affect our business and results of operations.

The financial performance of our business depends upon tax and other governmental incentives for renewable energy generation, any of which could change at any time and such changes may negatively impact our growth strategy.

Our financial performance and growth strategy depend in part on government policies that support renewable generation and enhance the economic viability of owning renewable electric generation or renewable natural gas assets. Renewable generation assets currently benefit from various federal, state and local governmental incentives such as investment tax credits, cash grants in lieu of investment tax credits, loan guarantees, RPS programs, modified accelerated cost-recovery system of depreciation and bonus depreciation. RNG specifically generates meaningful revenue through existing Environmental Attributes provided for under several different programs, most commonly, RFS, LCFS, and RPS. See note below about regulatory programs and descriptions of RIN and LCFS programs, located at “Information about the Combined Company — Market Opportunity .”

Many states have adopted RPS programs mandating that a specified percentage of electricity sales come from eligible sources of renewable energy. However, the regulations that govern the RPS programs, including pricing incentives for renewable energy, or reasonableness guidelines for pricing that increase valuation compared to conventional power (such as a projected value for carbon reduction or consideration of avoided integration costs), may change. If the RPS requirements are reduced or eliminated, it could lead to fewer future power contracts or lead to lower prices for the sale of power in future power contracts, which could have a material adverse effect on our future growth prospects. Such material adverse effects may result from decreased revenues, reduced economic returns on certain project company investments, increased financing costs, and/or difficulty obtaining financing.

If we are unable to utilize various federal, state and local government incentives to acquire additional renewable assets in the future, or the terms of such incentives are revised in a manner that is less favorable to us, we may suffer a material adverse effect on our business, financial condition, results of operations and cash flows.

We rely on interconnection and transmission facilities that we do not own or control and that are subject to transmission constraints within a number of our regions. If these facilities fail to provide us with adequate transmission capacity or have unplanned disruptions, we may be restricted in our ability to deliver electric power and renewable natural gas to our customers and we may either incur additional costs or forego revenues.

We depend on electric interconnection and transmission facilities and gas pipelines owned and operated by others to deliver the energy we generate at our projects to our customers. Some of our electric generating projects may need to hold electric transmission rights in order to sell power to purchasers that do not have their own direct access to our generators. Our access to electric interconnection and transmission rights is subject to tariffs developed by transmission owners, ISOs and RTOs, which have been filed with and accepted by FERC. These tariffs establish the price for transmission service, and the terms under which transmission service is rendered. Under FERC’s open access transmission rules, tariffs developed and implemented by transmission owners, ISOs and RTOs must establish terms and conditions for obtaining interconnection and transmission services that are not unduly discriminatory or preferential. However, as a generator and seller of power, we do not have any automatic right, in any geographic market, to firm, long-term, grid-wide transmission service without first requesting such service, funding the construction of any upgrades necessary to provide such service, and paying a transmission service rate. Physical constraints on the transmission system could limit the ability of our electric generating projects to dispatch their power output and receive revenue from power sales.

A failure or delay in the operation or development of these distribution channels or a significant increase in the costs charged by their owners and operators could result in the loss of revenues. Such failures or delays could limit the amount of energy our operating facilities deliver or delay the completion of our construction projects, which may also result in adverse consequences under our gas rights agreements and off-take agreements. Additionally, such failures, delays or increased costs could have a material adverse effect on our business, financial condition

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and results of operations. If a region’s energy transmission infrastructure is inadequate, our recovery of wholesale costs and profits may be limited. In addition, except for transmission projects that have been identified by ISOs and RTOs in publicly-available studies, or in response to requests for interconnection or transmission service, we cannot predict whether or when transmission facilities will be expanded in specific markets to accommodate requests for interconnection or transmission service within those markets. As a general rule, the transmitting utilities to which our electric generating projects are interconnected are entitled to recover from us all of the direct and indirect costs that our electric facilities may create. As a result, we are responsible for building and funding interconnection and related transmission network upgrade facilities to accommodate requests for interconnection and transmission services. Our development and acquisition of new electric generating projects is affected by these costs.

Operation of LFG facilities involves significant risks and hazards customary to the energy industry. We may not have adequate insurance to cover these risks and hazards, or other risks that are beyond our control.

Energy generation involves hazardous activities, including acquiring and transporting fuel, operating large pieces of rotating equipment and delivering our electricity and renewable natural gas to interconnection and transmission systems, including gas pipelines that we own and operate in connection with our medium Btu gas projects. Hazards such as fire, explosion, structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment. The occurrence of any one of these events may result in curtailment of our operations or liability to third parties for damages, environmental cleanup costs, personal injury, property damage and fines and/or penalties, any of which could be substantial. For example, a recent engine fire at our Chautauqua project resulted in damage to the facility that resulted in damage to engines that required repair.

Our facilities or those that we otherwise acquire, construct or operate may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could result in full or partial disruption of the facilities’ ability to generate, transmit, transport or distribute electricity or renewable natural gas. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at the generating plants and for the related distribution systems, could severely disrupt business operations and result in loss of service to customers, as well as create significant expense to repair security breaches or system damage.

Furthermore, certain of our facilities are located in areas prone to tornados in Oklahoma, Tennessee, Indiana and Kansas, and certain of our other projects and suppliers conduct their operations in other locations that are susceptible to natural disasters. The frequency of weather-related natural disasters may be increasing due to the effects of greenhouse gas emissions or related climate change effects. The occurrence of a natural disaster, such as tornados, earthquakes, droughts, floods, wildfires or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us could cause a significant interruption in our business or damage or destroy our facilities.

We rely on warranties from vendors and obligate contractors to meet certain performance levels, but the proceeds of such warranties or performance guarantees may not cover our lost revenues, increased expenses or liquidated damages payments should we experience equipment breakdown or non-performance by contractors or vendors. We also maintain an amount of insurance protection that we consider adequate to protect against these and other risks but we cannot provide any assurance that our insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which we may be subject. Also, our insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations or cash flows. Because of rising insurance costs and changes in the insurance markets, we cannot provide any assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Our insurance policies are subject to annual review by our insurers and may not be renewed on similar or favorable terms or at all. Any losses not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our operations are subject to numerous stringent environmental, health and safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to stringent and complex federal, state and local EHS laws and regulations, including those relating to the release, emission or discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials and wastes, the health and safety of our employees and other persons, and the generation of RINs and LCFS credits.

These laws and regulations impose numerous obligations applicable to our operations, including the acquisition of permits before construction and operation of our projects; the restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of our activities on certain lands lying within wilderness, wetlands and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from the operation of our projects and the ownership of the applicable sites. In addition, construction and operating permits issued pursuant to environmental laws are necessary to operate our business. Such permits are obtained through applications that require considerable technical documentation and analysis, and sometimes require long time periods. Delays in obtaining or renewing such permits, or denial of such permits and renewals, are possible, and would have a negative effect on our financial performance and prospects for growth. These laws, regulations and permits can require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment.

Numerous governmental entities have the power to enforce difficult and costly compliance measures or corrective actions pursuant to these laws and regulations and the permits issued under them. We may be required to make significant capital and operating expenditures on an ongoing basis, or to perform remedial or other corrective actions in connection with our projects, to comply with the requirements of these environmental laws and regulations or the terms or conditions of our permits. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining or be unable to obtain required environmental regulatory permits or approvals, which may delay or interrupt our operations and limit our growth and revenue.

Our operations inherently risk incurring significant environmental costs and liabilities due to the need to manage waste from our processing facilities. Spills or other releases of regulated substances, including spills and releases that occur in the future, could expose us to material losses, expenditures and liabilities under applicable environmental laws, rules and regulations. Under certain of such laws and regulations, we could be held strictly liable for the removal or remediation of previously released materials or property contamination, regardless of whether we were responsible for the release or contamination and even if our operations met previous standards in the industry at the time they were conducted. In connection with certain acquisitions, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses. In addition, claims for damages to persons or property, including natural resources, may result from the EHS impacts of our operations. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us.

Environmental laws and regulations have changed rapidly in recent years and generally have become more stringent over time, and we expect this trend to continue. The most material of these changes relate to the control of air emissions from the combustion equipment we use to generate electricity from LFG. Such equipment, including internal combustion engines, are subject to stringent federal and state permitting and air emissions requirements. California has taken an aggressive approach to setting standards for engine emissions, and standards have been discussed that would be too high for us to be able to operate our equipment in that state. If California were to enact such standards or other states were to follow its lead, we could face challenges in maintaining our operations in such jurisdictions.

Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our plants. Present and future environmental laws and regulations, and interpretations of those laws and regulations, applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results of operations and financial condition. In January 2021, the current U.S. presidential administration signed multiple executive orders related to the climate and environment. These executive orders

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direct federal agencies to review and reverse more than one-hundred actions taken by the previous U.S. presidential administration on the environment, instruct the Director of National Intelligence to prepare a national intelligence estimate on the security implications of the climate crisis and direct all agencies to develop strategies for integrating climate considerations into their international work, establish the National Climate Task Force which assembles leaders from across twenty-one federal agencies and departments, commit to environmental justice and new, clean infrastructure projects, commence development of emissions reduction targets and establish the special presidential envoy for climate on the National Security Council. At this time, we cannot predict the outcome of any of these executive actions on our operations.

Liabilities and costs associated with hazardous materials and contamination and other environmental conditions may require us to conduct investigations or remediation at the properties underlying our projects, may adversely impact the value of our projects or the underlying properties and may expose us to liabilities to third parties.

We may incur liabilities for the investigation and cleanup of any environmental contamination at the properties underlying or adjacent to our projects, or at off-site locations where we arrange for the disposal of hazardous substances or wastes. Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other federal, state and local laws, an owner or operator of a property may become liable for costs of investigation and remediation, and for damages to natural resources. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances or whether the conduct giving rise to the release was legal at the time when it occurred. In addition, liability under certain of these laws is joint and several, which means that we may be assigned liabilities for hazardous substance conditions that exceed our action contributions to the contamination conditions. We also may be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. We may incur substantial investigation costs, remediation costs or other damages, thus harming our business, financial condition and results of operations, as a result of the presence or release of hazardous substances at locations where we operate or as a result of our own operations.

 The presence of environmental contamination at a project may adversely affect an owner’s ability to sell such project or borrow funds using the project as collateral. To the extent that an owner of the real property underlying one of our projects becomes liable with respect to contamination at the real property, the ability of the owner to make payments to us may be adversely affected.

We may also face liabilities in cases of exposure to hazardous materials, and claims for such exposure can be brought by any third party, including workers, employees, contractors and the general public. Claims can be asserted by such persons relating to personal injury or property damage, and resolving such claims can be expensive and time consuming, even if there is little or no basis for the claim.

We have significant customer concentration, with a limited number of purchasers accounting for a substantial portion of our revenues.

There are a limited number of possible purchasers for energy. Because our projects depend on sales of electricity, renewable natural gas, RECs and RINs to certain key purchasers, our projects are highly dependent upon these power purchasers fulfilling their contractual obligations under their respective PPAs or GSAs. For 2020, sales to 10 customers represented approximately 77% of our aggregate revenues. Our projects’ purchasers may not comply with their contractual payment obligations or may become subject to insolvency or liquidation proceedings during the term of the relevant contracts and, in such event, we may not be able to find another purchaser on similar or favorable terms or at all. In addition, we are exposed to the creditworthiness of our purchasers and there is no guarantee that any purchaser will maintain its credit rating, if any. To the extent that any of our projects’ customers are, or are controlled by, governmental entities, our projects may also be subject to legislative or other political action that impairs their contractual performance. Failure by any key purchasers to meet its contractual commitments or the insolvency or liquidation of one or more of our purchasers could have a material adverse effect on our business, financial condition and results of operations.

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The demand for RNG, Environmental Attributes and renewable electricity depends in part on mandates instituted voluntarily by our private-sector purchasers, which may change in the future in ways that negatively affect our business.

Various utilities are required by law and regulatory mandate to include RNG in their systems. In addition, some of our private-sector purchasers have voluntarily instituted renewable electricity mandates that drive their demand for RNG. If current and potential purchasers of our RNG are forced to adopt new policies or procedures in procuring RNG, or voluntarily adopt new or modified policies related to renewable energy procurement, we may not be able to renew our off-take agreements with pricing at historical levels or at all, which would adversely affect our results of operations.

Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in developing and operating our projects, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth.

Our success depends on our ability to develop and operate projects in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services. In developing and operating our projects, we rely on products meeting our design specifications and components manufactured and supplied by third parties, and on services performed by subcontractors. We also rely on subcontractors to perform substantially all of the construction and installation work related to our projects, and we often need to engage subcontractors with whom we have no experience.

If any of our subcontractors are unable to provide services that meet or exceed our customers’ expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranties and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs related to the affected products and services, which could adversely affect our business, financial condition and results of operations. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our projects and require considerable expense to find replacement products and to maintain and repair our projects. This could cause us to experience interruption in our production and distribution of renewable energy and generation of related Environmental Attributes, difficulty retaining current relationships and attracting new relationships, or harm our brand, reputation or growth.

Maintenance, expansion and refurbishment of LFG facilities involve significant risks that could result in unplanned outages or reduced output.

Our facilities may require periodic upgrading and improvement. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could reduce our facilities’ generating capacity below expected levels, reducing our revenues and jeopardizing our ability to pay dividends to holders of our Class A common stock at projected levels or at all. Unanticipated capital expenditures associated with maintaining, upgrading or repairing our facilities may also reduce profitability. If we make any major modifications to our facilities, such modifications could likely result in substantial additional capital expenditures. We may also choose to repower, refurbish or upgrade our facilities based on our assessment that such activity will provide adequate financial returns. Such facilities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs, timing, available financing and future power and renewable natural gas prices. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We currently own, and in the future may acquire, certain assets in which we have limited control over management decisions and our interests in such assets may be subject to transfer or other related restrictions.

We own, and in the future may acquire, certain projects in joint ventures. Our current joint venture projects include our Sunshine Canyon and Mavrix projects. We are the operating partner for some of these projects while our joint venture partner is the operating partner in others. In the future, we may invest in other projects with a joint venture partner. Joint ventures inherently involve a lesser degree of control over business operations, which could result in an increase in the financial, legal, operational or compliance risks associated with a project, including, but

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not limited to, variances in accounting internal control requirements. Our co-venture partners may not have the level of experience, technical expertise, human resources management and other attributes necessary to operate these assets optimally. To the extent we do not have a controlling interest in a project, our joint venture partners could take actions that decrease the value of our investment and lower our overall return. In addition, conflicts of interest may arise in the future between our company and our stockholders, on the one hand, and our joint venture partners, on the other hand, where our joint venture partners’ business interests are inconsistent with our and our stockholders’ interests. Further, disagreements or disputes between us and our joint venture partners could result in litigation, which could increase our expenses and potentially limit the time and effort our officers and directors are able to devote to our business, all of which could have a material adverse effect on our business, financial condition and results of operations. The approval of our joint venture partners also may be required for us to receive distributions of funds from assets or to sell, pledge, transfer, assign or otherwise convey our interest in such assets. Alternatively, our joint venture partners may have rights of first refusal or rights of first offer in the event of a proposed sale or transfer of our interests in such assets. These restrictions may limit the price or interest level for our interests in such assets, in the event we want to sell such interests.

Certain of our facilities are newly constructed or are under construction and may not perform as we expect.

We have a number of projects under construction that will begin production over the next 12 months. Therefore, our expectations of the operating performance of these facilities are based on assumptions and estimates made without the benefit of operating history. Our projections with respect to our new and developing projects, and related estimates and assumptions, are based on limited or future operating history. These facilities also include digesters under development for which we have no operating history. The ability of these facilities to meet our performance expectations is subject to the risks inherent in newly constructed energy generation and RNG production facilities and the construction of such facilities, including delays or problems in construction, degradation of equipment in excess of our expectations, system failures, and outages. The failure of these facilities to perform as we expect could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to risks associated with litigation or administrative proceedings that could materially impact our operations, including proceedings in the future related to projects we subsequently acquire.

We are subject to risks and costs, including potential negative publicity, associated with lawsuits, in particular, with respect to environmental claims and lawsuits or claims contesting the construction or operation of our projects. The result of and costs associated with defending any such lawsuit, regardless of the merits and eventual outcome, may be material and could have a material adverse effect on our operations. In the future, we may be involved in legal proceedings, disputes, administrative proceedings, claims and other litigation that arise in the ordinary course of business related to a project that we subsequently acquire. For example, individuals and interest groups may sue to challenge the issuance of a permit for a project or seek to enjoin construction or operation of a project. We may also become subject to claims from individuals who live in the proximity of our projects based on alleged negative health effects related to our operations. In addition, we have been and may subsequently become subject to legal proceedings or claims contesting the construction or operation of our projects.

Additionally, holders of purported intellectual property rights relating to our biogas development or treatment business or projects or any other technology relevant to our business may also initiate legal proceedings alleging infringement or misappropriation of such rights by us or our employees, either with respect to our own intellectual property or intellectual property that we license from third parties. For example, an industry participant previously brought a lawsuit against Archaea and two of its engineering employees in the Court of Chancery of the State of Delaware alleging, among other things, that the two employees (who are former employees of the industry participant) misappropriated trade secrets concerning strategy, financial data, highly technical equipment and product design and performance, product and project troubleshooting, competitive advantages, competitive disadvantages and future plans for development for the benefit of Archaea. The parties involved have settled this lawsuit on terms that are confidential, and this lawsuit has been dismissed with prejudice. See “Information About the Combined Company — Legal Proceedings” for more information about this dismissed lawsuit.

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Any such legal proceedings or disputes could delay our ability to complete construction of a project in a timely manner or at all, or materially increase the costs associated with commencing or continuing commercial operations at a project. Settlement of claims and unfavorable outcomes or developments relating to these proceedings or disputes, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations.

We may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material adverse effect on our results of operations.

We are likely in the future to use interest rate swaps to manage interest rate risk. In addition, we may use transmission congestion contracts, forward energy sales and other types of hedging contracts, including foreign currency hedges if we do expand into other countries. If we elect to enter into such hedges, the related asset could recognize financial losses on these arrangements as a result of volatility in the market values of the underlying asset or if a counterparty fails to perform under a contract. If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that we do not anticipate, or if a counterparty fails to perform under a contract, it could harm our business, financial condition, results of operations and cash flows.

The concentration in revenues from and the geographic concentration of our projects expose us to greater risks of production interruptions from severe weather or other interruptions of production or transmission.

A substantial portion of our revenues are generated project sites in New York and Pennsylvania. A lengthy interruption of production or transmission of renewable energy from one or more of these projects, as a result of a severe weather event, failure or degradation of our or a landfill operator’s equipment or interconnection transmission problems could have a disproportionate effect on our revenues and cash flow as further described below. Regional events, such as gas transmission interruptions, regional availability of replacement parts and service in the event of equipment failures and severe weather events in either of those geographic regions could adversely affect our RNG production and transmission more than if our projects were more geographically diversified.

Our PPAs, fuel-supply agreements, RNG off-take agreements and other agreements contain complex price adjustments, calculations and other terms based on gas price indices and other metrics, the interpretation of which could result in disputes with counterparties that could affect our results of operations and customer relationships.

Certain of our PPAs, fuel supply agreements, RNG off-take agreements and other agreements require us to make payments or adjust prices to counterparties based on past or current changes in gas price indices, project productivity or other metrics and involve complex calculations. Moreover, the underlying indices governing payments under these agreements are subject to change, may be discontinued or replaced. The interpretation of these price adjustments and calculations and the potential discontinuation or replacement of relevant indices or metrics could result in disputes with the counterparties with respect to these agreements. Any such disputes could adversely affect project revenues, expense margins, customer or supplier relationships, or lead to costly litigation, the outcome of which we would be unable to predict.

We have a history of accounting losses and may incur additional losses in the future.

Archaea has incurred net losses since its formation in November 2018, including a net loss of $2 million for the three months ended March 31, 2021 and for the year ended December 31, 2020. Aria has also incurred net losses in recent historical periods, including a net loss of $30 million for the year ended December 31, 2020. We may incur losses in future periods, and we may never sustain profitability, either of which would adversely affect our business, prospects and financial condition and may cause the price of our common stock to fall. Furthermore, historical losses may not be indicative of future losses due to the unpredictability of the COVID-19 pandemic, and our future losses may be greater than our past losses. In addition, to try to achieve or sustain profitability, we may choose or be forced to take actions that result in material costs or material asset or goodwill impairments. We review our assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group

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may not be recoverable, and we perform a goodwill impairment test on an annual basis and between annual tests in certain circumstances, in each case in accordance with applicable accounting guidance and as described in the financial statements and related notes included in this report. Changes to the use of our assets, divestitures, changes to the structure of our business, significant negative industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill impairment charges or other adverse consequences, any of which could have material negative effects on our financial condition, our results of operations and the trading price of our common stock.

Loss of our key management could adversely affect performance and the value of our common shares.

We are dependent on the efforts of our key management. Although we believe qualified replacements could be found for any departures of key executives, the loss of their services could adversely affect our performance and the value of our common shares.

Integration and Other Risks of the Combined Company

Although we expect that the Business Combinations will produce substantial synergies, the integration of the two Companies, with different business cultures and compensation structures, presents significant management challenges. There can be no assurance that this integration, and the synergies expected to result from that integration, will be achieved as rapidly or to the extent currently anticipated.

The Business Combinations involve the integration of two businesses that currently operate as independent businesses. Each of the Companies will be required to devote management attention and resources to integrating their business practices and operations following the Closing, and prior to the Business Combinations, management’s attention and resources will be required to plan for such integration. The Companies may encounter potential difficulties in the integration process, including the following:

•        the inability to successfully integrate the two businesses, including operations and technologies, in a manner that permits the Combined Company to achieve the cost savings and operating synergies anticipated to result from the Business Combinations, which could result in the anticipated benefits of the Business Combinations not being realized partly or wholly in the time frame currently anticipated or at all;

•        the loss of customers as a result of certain customers of either or both of the Companies deciding not to continue to do business with the Combined Company, or deciding to decrease their amount of business in order to reduce their reliance on a single company;

•        the necessity of coordinating geographically separated organizations, systems and facilities;

•        potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Business Combinations;

•        the integration of personnel with diverse business backgrounds and business cultures;

•        the consolidation and rationalization of information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities;

•        the potential weakening of relationships with regulators; and

•        the challenge of preserving important relationships of the Companies and resolving potential conflicts that may arise.

Furthermore, it is possible that the integration process could result in the loss of talented employees or skilled workers of the Companies. The loss of talented employees and skilled workers could adversely affect the Combined Company’s ability to successfully conduct business because of such employees’ experience and knowledge of the Companies’ respective business. In addition, the Combined Company could be adversely affected by the diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the Companies. The process of integrating operations could cause an interruption of, or loss of momentum in, the

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activities of the businesses. If the Combined Company experiences difficulties with the integration process, the anticipated benefits of the Business Combinations may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on the business, results of operations, financial condition or prospects of the Combined Company during this transition period and for an undetermined period after completion of the Business Combinations.

Some relationships with customers and suppliers may experience disruptions in connection with the Business Combinations, which may limit the Combined Company’s business.

Parties with which the Companies currently do business or the Combined Company may do business in the future, including customers and suppliers, may experience uncertainty associated with the Business Combinations, including with respect to current or future business relationships with the Combined Company. As a result, the business relationships of the Combined Company may be subject to disruptions if customers, suppliers or others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than the Combined Company. For example, certain customers, suppliers and third-party providers may have contractual consent rights or termination rights that may be triggered by a change of control or assignment of the rights and obligations of contracts that will be transferred in the Business Combinations. These disruptions could harm relationships with existing third parties with whom the Companies have relationships and preclude the Combined Company from attracting new third parties, all of which could have a material adverse effect on the Combined Company’s business, financial condition and results of operations, cash flows, and/or share price. The effect of such disruptions could be exacerbated by a delay in the consummation of the Business Combinations.

Uncertainty about the effect of the Business Combinations may affect the Combined Company’s ability to retain key employees and may materially impact the management, strategy, operations and results of the Combined Company.

Uncertainty about the effect of the Business Combinations on the Companies’ business, employees, customers, third parties with whom the Companies have relationships, and other third parties, including regulators, may have an adverse effect on the Combined Company. These uncertainties may impair the Combined Company’s ability to attract, retain and motivate key personnel for a period of time after the Business Combinations. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be harmed.

The Companies’ operations may be restricted during the pendency of the Business Combinations pursuant to terms of the Business Combination Agreements.

Prior to the consummation of the Business Combinations, the Companies are subject to customary interim operating covenants relating to carrying on their business in the ordinary course of business and are also subject to customary restrictions on actions that may be taken during such period. As a result, the Companies may be unable, during the pendency of the Business Combinations, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial to the Combined Company.

The Combined Company may incur successor liabilities due to conduct arising prior to the completion of the Business Combinations.

The Combined Company may be subject to certain liabilities of the Companies. The Companies at times may each become subject to litigation claims in the operation of its business, including, but not limited to, with respect to employee matters and contract matters. From time to time, the Companies may also face intellectual property infringement, misappropriation or invalidity/non-infringement claims from third parties, and some of these claims may lead to litigation. The Companies may initiate claims to assert or defend their own intellectual property against third parties. Any litigation may be expensive and time-consuming and could divert management’s attention from its business and negatively affect its operating results or financial condition. The outcome of any litigation cannot be guaranteed and adverse outcomes can affect the Combined Company.

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Subsequent to the consummation of the Business Combinations, the Combined Company may be required to take write-downs or write-offs, or the Combined Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and the price of Common Stock, which could cause you to lose some or all of your investment.

Although RAC has conducted due diligence on the Companies, this diligence may not reveal all material issues that may be present with the Companies’ respective business. Factors outside of the Companies’ and RAC’s respective control may, at any time, arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in the Combined Company reporting losses. Even if RAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with RAC’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Combined Company’s liquidity, the fact that the Combined Company reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause the Combined Company to be unable to obtain future financing on favorable terms or at all.

Archaea identified material weaknesses in its internal control over financial reporting. If Archaea is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the Combined Company’s business and stock price.

In connection with the preparation and audit of Archaea’s consolidated financial statements for each of the years in the three-year period ended December 31, 2020, material weaknesses were identified in Archaea’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented, or detected and corrected, on a timely basis. These material weaknesses were as follows:

•        For various transactions and balances, the same person was the originator and preparer of financial information without further review by an independent person with sufficient accounting and/or financial reporting competence and authority; and

•        For certain general ledger accounts, no reconciliation was prepared, the documentation supporting reconciliations was not sufficient to enable an effective review by others, and/or there was insufficient analysis to review the contents of accounts to ensure the correctness of items recorded in the account.

These material weaknesses could result in a misstatement of substantially all of Archaea’s accounts or disclosures that would result in a material misstatement to its or the Combined Company’s annual or interim financial statements that would not be prevented or detected.

Archaea has begun developing and executing on a plan to remediate the material weaknesses described above in anticipation of the Closing of the Business Combinations, including the hiring of a Chief Financial Officer and a Chief Accounting Officer. When finally implemented, Archaea’s remediation plan may include measures such as hiring additional accounting and financial reporting personnel with appropriate technical accounting knowledge and public company experience in financial reporting; designing and implementing formal processes, policies and procedures supporting Archaea’s financial close process, including creating standard balance sheet reconciliation templates and journal entry controls; and designing and implementing controls to formalize roles and review responsibilities to align with Archaea’s team’s skills and experience in designing and implementing formal controls over segregation of duties.

While Archaea believes these efforts are likely to remediate the material weaknesses, Archaea may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all. The effectiveness of the Combined Company’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If the Combined Company is unable to remediate Archaea’s material weaknesses, the Combined Company’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect the Combined Company’s reputation and business and the market price

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of the Combined Company’s Common Stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of the Combined Company’s securities and harm to the Combined Company’s reputation and financial condition, or diversion of financial and management resources from the operation of the Combined Company’s business.

The Combined Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) that will be applicable to it after the Business Combinations are consummated could have a material adverse effect on its business.

The Companies are currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combinations, the Combined Company will be required to provide management’s attestation on internal controls commencing with the Combined Company’s annual report for the year ending December 31, 2021 in accordance with applicable SEC guidance. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of the Companies as privately-held companies. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the merger. If the Combined Company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

The Combined Company will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make its securities less attractive to investors and may make it more difficult to compare its performance to the performance of other public companies.

The Combined Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Combined Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in the Combined Company’s periodic reports and proxy statements and (iii) 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, the Combined Company’s stockholders may not have access to certain information they may deem important. The Combined Company will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (1) following October 26, 2025, (2) in which the Combined Company has total annual gross revenue of at least $1.07 billion or (3) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th subject to compliance with periodic reporting requirements for a period of at least 12 months, and (b) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt securities during the prior three year period. We cannot predict whether investors will find the Combined Company’s securities less attractive because it will rely on these exemptions. If some investors find the Combined Company’s securities less attractive as a result of its reliance on these exemptions, the trading prices of the Combined Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Company’s securities and the trading prices of the Combined Company’s 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. If RAC does not elect 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, it, 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 RAC’s 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.

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Risks Relating to RAC and the Business Combinations

Directors and officers of RAC have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combinations and approval of the other Proposals.

When considering the Board’s recommendation that RAC stockholders vote in favor of the approval of the Business Combination Proposal, RAC stockholders should be aware that directors and officers of RAC have interests in the Business Combinations that may be different from, or in addition to, the interests of RAC stockholders, including the following, which may influence their motivation in completing the Business Combinations:

•        If RAC is unable to complete the Business Combinations or another initial business combination before the 24-month anniversary of the closing of the IPO, or October 26, 2022 (the “Combination Period”), RAC 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 RAC 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 RAC Opco (other than those held by RAC), 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 the remaining stockholders and the Board, dissolve and liquidate, subject in each case to RAC’s 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 the Warrants, which will expire worthless, or the Founder Shares if RAC fails to complete our initial business combination by October 26, 2022.

•        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to RAC and remain outstanding. If RAC does not complete an initial business combination within the Combination Period, RAC may use a portion of RAC’s working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

•        Archaea is currently majority-owned and controlled by Rice Investment Group (an affiliate of RAC, the Sponsor and certain of RAC’s officers and directors).

•        Certain of RAC’s officers and directors are expected to continue to serve as directors of the Combined Company after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the Combined Company Board determines to pay to its directors.

•        Following the consummation of the Business Combinations, the Combined Company will continue to indemnify RAC’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreements, RAC’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, if any.

You should consider these interests when evaluating the Business Combinations and the recommendation by the Board to vote in favor of the Business Combination Proposal and other Proposals.

Certain RAC stockholders have agreed to vote in favor of the Business Combinations, regardless of how our Public Stockholders vote.

The Sponsor, Atlas and certain of RAC’s officers and directors entered into a letter agreement at the time of the IPO, pursuant to which they agreed to vote any shares of capital stock of RAC owned by them in favor of the Business Combination Proposal.

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Approval of the Business Combination Proposal requires the affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Common Stock and (ii) a majority in voting power of the outstanding shares of Common Stock held by RAC stockholders who are not affiliates or associates of Rice Investment Group. As of the Record Date, Atlas, who is not an affiliate or associate of Rice Investment Group, owns approximately         % of the total outstanding shares of Common Stock. Accordingly, Atlas’ agreement to vote in favor of the Business Combination Proposal will increase the likelihood that RAC will receive the requisite stockholder approval of the Business Combination Proposal.

The consummation of the Business Combinations is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreements may be terminated in accordance with their terms and the Business Combinations may not be completed.

Unless waived by the parties to the Business Combination Agreements, and subject to applicable law, the consummation of the Business Combinations is subject to a number of conditions set forth in the Business Combination Agreements, including, among other things, (i) expiration or termination of all applicable waiting periods under HSR, (ii) the absence of any law or governmental order, threatened or pending, preventing the consummation of the Business Combinations, (iii) completion of the redemption of the shares of Public Stockholders exercising their Redemption Rights, (iv) RAC stockholder approval of the Business Combination Proposal, (v) the consummation of the LES Sale (as defined in the Aria Merger Agreement) by Aria and (vi) the issuance by the FERC of an order granting authorization for the Business Combinations pursuant to Section 203 of the Federal Power Act. The statutory HSR waiting period expired on May 28, 2021 at 11:59 p.m. Eastern Time and FERC issued an order authorizing the Business Combinations on June 14, 2021. In addition, the parties have the right to not consummate the Business Combinations in the event RAC does not have a minimum cash amount equaling or exceeding $150.0 million, after giving effect to the Business Combinations and any borrowings to occur on the Closing Date. Furthermore, the closing of the transactions contemplated by the Aria Merger Agreement is expressly conditioned on the closing of the transactions contemplated by the Archaea Merger Agreement and vice versa. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreements — Conditions to the Closing of the Business Combinations.”

Termination of the Business Combination Agreements could negatively impact RAC.

If the Business Combinations are not completed for any reason, including as a result of the RAC stockholders declining to approve the Business Combination Proposal, the NYSE Proposal or the Charter Proposal, the ongoing business of RAC may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combinations, RAC would be subject to a number of risks, including the following:

•        RAC may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combinations will be completed);

•        RAC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combinations, whether or not they are completed; and

•        since the Business Combination Agreements restrict the conduct of RAC prior to completion of the Business Combinations, RAC may not have been able to take certain actions during the pendency of the Business Combinations that would have benefitted RAC as an independent company, and the opportunity to take such actions may no longer be available.

If the Business Combination Agreements are terminated and the Board seeks another merger or business combination, RAC stockholders cannot be certain that RAC will be able to find another acquisition target or that such other merger or business combination will be completed.

RAC and the Companies will incur significant transaction costs in connection with the Business Combinations.

Each of RAC and the Companies have incurred and expect that it will incur significant, non-recurring costs in connection with consummating the Business Combinations. RAC and the Companies may also incur additional costs

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to retain key employees. RAC and the Companies will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combinations. RAC estimates that it will incur approximately $7.6 million in deferred underwriting fees and $9.1 million in fees related to the PIPE Investment and $       million in transaction costs associated with the Business Combinations. The Companies estimate that they will incur approximately $       million in transaction costs associated with the Business Combinations. Some of these costs are payable regardless of whether the Business Combinations are completed.

Neither RAC nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the Business Combinations’ total consideration in the event that any of the representations and warranties made by the Companies in the Business Combination Agreements ultimately proves to be inaccurate or incorrect.

The representations and warranties made by the Companies and RAC to each other in the Business Combination Agreements will not survive the consummation of the Business Combinations. As a result, RAC and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the Business Combinations’ total consideration if any representation or warranty made by the Companies in the Business Combination Agreements proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, RAC would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

There are material risks to unaffiliated investors presented by taking the Companies public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain material risks as a result of the Companies going public through a merger rather than through a traditional underwritten offering. These risks include the absence of operational diligence by an underwriter, the absence of financial diligence by an underwriter, the absence of comfort letters delivered by the Companies’ independent auditors and the absence of liability for any material misstatements or omissions in a registration statement. Accordingly, unaffiliated investors in the Companies will not receive the benefit of these protections that would be present in a traditional underwritten offering.

RAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for RAC to complete the Business Combinations, even if a substantial majority of RAC stockholders do not agree.

The Existing Charter does not provide a specified maximum redemption threshold, except that in no event will RAC redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of its 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, RAC may be able to complete the Business Combinations even though a substantial majority of the RAC stockholders do not agree with the transactions and have redeemed their shares.

RAC may not be able to complete the PIPE Investment.

RAC may not be able to complete the PIPE Investment on terms that are acceptable to RAC, or at all. If RAC does not complete the PIPE Investment, RAC may not be able to consummate the Business Combinations. The terms of any alternative financing may be more onerous to RAC than the PIPE Investment, and RAC may be unable to obtain alternative financing on terms that are acceptable to it, or at all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the Combined Company. None of RAC’s officers, directors or stockholders is required to provide any financing to RAC in connection with or after the consummation of the Business Combinations.

Even if we consummate the Business Combinations, there can be no assurance that the Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding Warrants is $11.50 per share of Class A Common Stock. There can be no assurance that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless.

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RAC stockholders will have a reduced ownership and voting interest after the Business Combinations and will exercise less influence over management.

Upon the issuance of the Common Stock to the Aria Holders and the Archaea Holders in connection with the Business Combinations and to the PIPE Investors in connection with the PIPE Investment, current RAC stockholders’ percentage ownership will be diluted, and as a group, the current RAC stockholders will have less influence on the board, management and policies of the Combined Company than they do now. Immediately upon completion of the Business Combinations and the PIPE Investment, assuming there is no Additional PIPE Investment, the Public Stockholders will own approximately 20% of the Combined Company (assuming the Redemption Rights are not exercised) or approximately 3% of the Combined Company (assuming Maximum Redemptions). The foregoing ownership percentages reflect record ownership, not beneficial ownership for SEC reporting purposes. See “Beneficial Ownership of Securities” for the expected beneficial ownership of Common Stock immediately following the consummation of the Business Combinations.

Upon consummation of the Business Combinations, we will retain our “up-C” structure, whereby all of the equity interests in the Companies will be held by RAC Buyer, all of the equity interests in RAC Buyer will be held by RAC Intermediate, all of the equity interests in RAC Intermediate will be held by RAC Opco and the Combined Company’s only significant asset will be its equity interests in RAC Opco, which may not be sufficient to satisfy certain of the Combined Company’s financial obligations following consummation of the Business Combinations.

Upon consummation of the Business Combinations, the Combined Company will be a holding company and will have no material assets other than its equity interests in RAC Opco. The Combined Company is not expected to have independent means of generating revenue or cash flow, and the Combined Company’s ability to pay its taxes, operating expenses (including expenses as a publicly traded company) and pay any dividends in the future will be dependent upon the financial results and cash flows of the Companies.

The financial condition and operating requirements of the Companies may limit the Combined Company’s ability to obtain cash from RAC Opco and there can be no assurance that the Companies will generate sufficient cash flow to enable RAC Opco to distribute funds to the Combined Company or that applicable state law and contractual restrictions, including negative covenants under debt instruments will permit such distributions. If RAC Opco does not distribute sufficient funds to the Combined Company to pay its taxes or other liabilities, the Combined Company may default on contractual obligations or have to borrow additional funds. In the event that the Combined Company is required to borrow additional funds, it could adversely affect its liquidity and subject the Combined Company to additional restrictions imposed by lenders.

The Combined Company anticipates that the distributions received from RAC Opco may, in certain periods, exceed its actual tax liabilities and other financial obligations. The Board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated. The Combined Company will have no obligation to distribute such cash (or other available cash other than any declared dividend) to its stockholders.

Risks Relating to Ownership of Common Stock Following the Business Combinations

The market price of shares of the Common Stock after the Business Combinations may be affected by factors different from those currently affecting the prices of the Common Stock and may be volatile.

Prior to the Business Combinations, RAC has had limited operations. Upon completion of the Business Combinations, the Combined Company’s results of operations will depend upon the performance of the Companies’ businesses, which are affected by factors that are different from those currently affecting the results of operations of RAC.

In addition, following the Business Combinations, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combinations, there has not been a public market for the stock of either of the Companies. Accordingly, the valuation ascribed to the Combined Company in the Business Combinations may not be indicative of the price that will prevail in the trading market following the Business Combinations.

If an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the Business Combinations could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Price volatility may be greater if the public float and trading volume of Common Stock is low.

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Any of the factors listed below could have a material adverse effect on your investment in our securities and the Combined Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Combined Company’s securities may not recover and may experience a further decline. Factors affecting the trading price of the Combined Company’s securities may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Company;

•        changes in the market’s expectations about the Combined Company’s operating results;

•        success of competitors;

•        lack of adjacent competitors;

•        the Combined Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning the Combined Company or the industries in which the Combined Company operates in general;

•        operating and stock price performance of other companies that investors deem comparable to the Combined Company;

•        announcements by the Combined Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

•        changes in laws and regulations affecting the Combined Company’s business;

•        commencement of, or involvement in, litigation involving the Combined Company;

•        changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of Class A Common Stock available for public sale;

•        any significant change in the Combined Company Board or management;

•        sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and

•        changes in accounting standards, policies, guidelines, interpretations or principles.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If the Combined Company is involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the Combined Company’s business regardless of the outcome of such litigation.

If the Business Combinations’ benefits do not meet the expectations of financial analysts, the market price of the Common Stock may decline after the Business Combinations.

The market price of the Common Stock may decline as a result of the Business Combinations if the Combined Company does not achieve the perceived benefits of the Business Combinations as rapidly, or to the extent anticipated by, financial analysts or the effect of the Business Combinations on the Combined Company’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of Common Stock may experience a loss as a result of a decline in the market price of Common Stock. In addition, a decline in the market price of Common Stock could adversely affect the Combined Company’s ability to issue additional securities and to obtain additional financing in the future.

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The NYSE may delist the Combined Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject the Combined Company to additional trading restrictions.

Currently, the Units, Class A Common Stock and Warrants are traded on the NYSE. We intend to apply to continue the listing of the Class A Common Stock and the Warrants on the NYSE under the symbols “LFG” and “LFG WS,” respectively, upon the Closing. However, we cannot assure you that our securities will continue to be listed on the NYSE following the Business Combinations. In order to continue listing its securities on the NYSE following the Business Combinations, the Combined Company will be required to maintain certain financial, distribution and stock price levels. Generally, the Combined Company will be required to maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (generally 300 public holders). Additionally, in connection with the Business Combinations, the Combined Company will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of its securities on the NYSE. For instance, the Combined Company’s stock price would generally be required to be at least $4.00 per share and its market capitalization would generally be required to be at least $150,000,000. In addition to the listing requirements for the Common Stock, the NYSE imposes listing standards on Warrants. We cannot assure you that the Combined Company will be able to meet those initial listing requirements at that time.

If NYSE delists the Combined Company’s securities from trading on its exchange and the Combined Company is not able to list its securities on another national securities exchange, we expect the Combined Company’s securities could be quoted on an over-the-counter market. If this were to occur, the Combined Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for the Combined Company’s securities;

•        reduced liquidity for the Combined Company’s securities;

•        a determination that the Common Stock is a “penny stock,” which will require brokers trading in the 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;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

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.” Since the Units, Class A Common Stock and Warrants are listed on the NYSE, they are covered securities. If the Combined Company is no longer listed on the NYSE, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities.

Because there are no current plans to pay cash dividends on Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

The Combined Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Common Stock will be at the sole discretion of the Combined Company Board, who may take into account general and economic conditions, the Combined Company’s financial condition and results of operations, the Combined Company’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by the Combined Company to its stockholders or by its subsidiaries to it and such other factors as the Combined Company Board may deem relevant. In addition, the Combined Company’s ability to pay dividends is limited by covenants of any indebtedness it incurs. As a result, you may not receive any return on an investment in the Common Stock unless you sell your shares of Common Stock for a price greater than that which you paid for it.

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If securities analysts do not publish research or reports about the Combined Company’s business or if they downgrade the Common Stock or the Combined Company’s sector, the price and trading volume of the Common Stock could decline.

The trading market for the Common Stock will rely in part on the research and reports that industry or financial analysts publish about the Combined Company or its business. The Combined Company will not control these analysts. In addition, some financial analysts may have limited expertise with the Combined Company’s operations. Furthermore, if one or more of the analysts who do cover the Combined Company downgrade its stock or industry, or the stock of any of its competitors, or publish inaccurate or unfavorable research about its bu