SEC Form SC 13G filed by Archaea Energy Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ 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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1(a): Name of Issuer:

Archaea Energy Inc. (the "Issuer").

Item 1(b): Address of Issuer's Principal Executive Offices:

The Issuer's principal executive offices are located at 4444 Westheimer Road, Suite G450, Houston, Texas 77027.

Item 2(a): Name of Person Filing:

Item 2(b): Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Management Company and Mr. Loeb is 55 Hudson Yards, New York, New York 10001.

Item 2(c): Citizenship:

The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Loeb is a United States citizen.

Item 2(d): Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share ("Common Stock").

Item 2(e): CUSIP Number:

03940F103.

	A.	[ ]	Broker or dealer registered under Section 15 of the Act,
	B.	[ ]	Bank as defined in Section 3(a)(6) of the Act,
	C.	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act,
	D.	[ ]	Investment Company registered under Section 8 of the Investment Company Act of 1940,
	E.	[ ]	Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
	F.	[ ]	Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
	G.	[ ]	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
	H.	[ ]	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
	I.	[ ]	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
	J.	[ ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4: Ownership:

A. Third Point LLC

(a) Amount beneficially owned: 4,454,110 shares of Common Stock.

(b) Percent of class: 8.31%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 53,590,976 shares of Common Stock issued and outstanding as of November 8, 2021, as reported in the Issuer’s Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the U.S. Securities and Exchange Commission on December 29, 2021. Except as described in the preceding sentence, all amounts reported in this Schedule 13G are as of the opening of the market on February 14, 2022.

(c) Number of shares as to which such person has:

B. Daniel S. Loeb

(a) Amount beneficially owned: 4,454,110 shares of Common Stock.

(b) Percent of class: 8.31%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 53,590,976 shares of Common Stock issued and outstanding as of November 8, 2021, as reported in the Issuer’s Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the U.S. Securities and Exchange Commission on December 29, 2021. Except as described in the preceding sentence, all amounts reported in this Schedule 13G are as of the opening of the market on February 14, 2022.

 (c) Number of shares as to which such person has:

Item 5: Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☐

Item 6: Ownership of More than Five Percent on Behalf of Another Person:

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8: Identification and Classification of Members of the Group:

Not applicable.

Item 9: Notice of Dissolution of Group:

Not applicable.

Item 10: Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signatures on following page]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

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