Rice Acquisition Corp.
|
(Name of Issuer)
|
Class A Common Stock, par value $0.0001
|
(Title of Class of Securities)
|
02215L100
|
(CUSIP Number)
|
December 31, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
[X] |
Rule 13d-1(b)
|
[ ] |
Rule 13d-1(c)
|
[ ] |
Rule 13d-1(d)
|
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,300,000*
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,300,000*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000 *
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%**
|
||
12
|
TYPE OF REPORTING PERSON
IA
|
* |
Comprised of common units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, HITE Hedge Offshore Ltd., HITE Carbon Offset Ltd., and HITE Carbon Offset LP for all of which HITE Hedge Asset Management LLC is the investment
adviser.
|
** |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
James M. Jampel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,300,000*
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,300,000*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%**
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
* |
Comprised of common units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, HITE Hedge Offshore Ltd., HITE Carbon Offset Ltd., and HITE Carbon Offset LP for all of which HITE Hedge Asset Management LLC is the investment
adviser.
|
** |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
155,901
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
155,901
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,901
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE MLP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
57,999
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
57,999
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,999
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge QP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
96,700
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
96,700
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,700
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Energy LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
221,600
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
221,600
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,600
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge Offshore, Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
429,499
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
429,499
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,499
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Carbon Offset Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
238,100
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
238,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,100
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%*
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
CUSIP No. 02215L100
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Carbon Offset LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
100,201
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
100,201
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,201
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
* |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) |
☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) |
☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) |
☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) |
☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) |
☐ | An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F); |
(g) | ☐ | A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G); |
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) |
☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
(k) |
☒ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution. |
Item 4. |
Ownership.
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
HITE Hedge Asset Management LLC
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
Individual
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
HITE Hedge LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE MLP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge QP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Energy LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge Offshore Ltd.
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE Carbon Offset Ltd.
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE Carbon Offset LP
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
Exhibit No.
|
Description
|
|
|
HITE Hedge Asset Management LLC
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
Individual
|
||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
HITE Hedge LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE MLP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge QP LP
|
||||
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Energy LP
|
||
By:
|
HITE Hedge Capital LP, its General Partner
|
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
HITE Hedge Offshore Ltd.
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE Carbon Offset Ltd.
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
HITE Carbon Offset LP
|
|||
By:
|
HITE Hedge Capital LP, its General Partner
|
||
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|