SEC Form SC 13G filed by Rice Acquisition Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
RICE ACQUISITION CORP.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
762594109
(CUSIP Number)
Janice Ezell, CFO
Merewether Investment Management, LP
1900 N. Pearl Street, Suite 2175
Dallas, Texas 75201
(214) 453-5527
With a copy to:
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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.
The information required in 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 (“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).
| CUSIP No. 762594109 | 13G | Page 2 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Merewether Investment Management, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Texas | ||
| NUMBER OF | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 1,569,902 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 1,569,902 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,569,902 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 6.6% | ||
| 12 | TYPE OF REPORTING PERSON | IA |
| CUSIP No. 762594109 | 13G | Page 3 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Merewether Cyclicals Master Fund, LP | ||
| 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 | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 676,774 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 676,774 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 676,774 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 2.9% | ||
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP No. 762594109 | 13G | Page 4 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Merewether Energy Transformation Master Fund, 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 | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 61,204 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 61,204 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 61,204 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP No. 762594109 | 13G | Page 5 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Merewether Management GenPar, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Texas | ||
| NUMBER OF | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 1,569,902 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 1,569,902 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,569,902 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 6.6% | ||
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP No. 762594109 | 13G | Page 6 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Merewether Equity, 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 | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 676,774 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 676,774 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 676,774 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 2.9% | ||
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP No. 762594109 | 13G | Page 7 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Rodney W. J. Saddington | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Australia | ||
| NUMBER OF | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 1,569,902 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 1,569,902 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,569,902 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 6.6% | ||
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP No. 762594109 | 13G | Page 8 of 12 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Matthew J. Sinclair | ||
| 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 of America | ||
| NUMBER OF | 5 | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6 | SHARED VOTING POWER | 1,569,902 |
| OWNED BY | |||
| EACH | 7 | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER | 1,569,902 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,569,902 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 6.6% | ||
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP No. 762594109 | 13G | Page 9 of 12 Pages |
SCHEDULE 13G
| Item 1(a). | Name of Issuer: Rice Acquisition Corp. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices (as reported by the Issuer): |
|
102 East Main Street, Second Story Carnegie, Pennsylvania 15106 | |
| Item 2(a). | Name of Person Filing: This Statement on Schedule 13G (this “Statement”) is filed by (i) Merewether Investment Management, LP, (ii) Merewether Cyclicals Master Fund, LP; (iii) Merewether Energy Transformation Master Fund, Ltd.; (iv) Merewether Management GenPar, LLC; (v) Merewether Equity, LLC; (vi) Rodney W. J. Saddington; and (vii) Matthew J. Sinclair. The foregoing entities and persons are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.” The Joint Filing Agreement among the Reporting Persons is included on the signature page hereto. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| The business address of each of Merewether Investment Management, LP, Merewether Management GenPar, LLC, Merewether Equity, LLC, and Messrs. Saddington and Sinclair is c/o Merewether Investment Management, LP, 1900 N. Pearl Street, Suite 2175, Dallas, Texas 75201. The business address of Merewether Cyclicals Master Fund, LP is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, and the business address of Merewether Energy Transformation Master Fund, Ltd. is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. | |
| Item 2(c). |
Citizenship: (i) Merewether Investment Management, LP: Texas limited partnership (ii) Merewether Cyclicals Master Fund, LP: Cayman Islands limited partnership (iii) Merewether Energy Transformation Master Fund, Ltd.: Cayman Islands exempted company (iv) Merewether Management GenPar, LLC, a Texas limited liability company (v) Merewether Equity, LLC, a Delaware limited liability company (vi) Rodney W. J. Saddington: Australia (vii) Matthew J. Sinclair: United States of America |
| Item 2(d). | Title of Class of Securities: Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) |
| Item 2(e). | CUSIP Number: 762594109 |
| CUSIP No. 762594109 | 13G | Page 10 of 12 Pages |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: |
| (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) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);* | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________________________ | |||
| * Investment adviser registration approved on July 16, 2021. | |||
| Item 4. | Ownership: |
| (a) | Amount beneficially owned: 1,569,902* | |
| (b) | Percent of class: 6.6% (Based upon 23,727,500 shares of Class A Common Stock issued and outstanding as of August 13, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2021). | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 | |
| (ii) | Shared power to vote or to direct the vote: 1,569,902 | |
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |
| (iv) |
Shared power to dispose or to direct the disposition of: 1,569,902
|
*Each of Merewether Cyclicals Master Fund, LP and Merewether Energy Transformation Master Fund, Ltd. directly holds the number and percentage of shares of Class A Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Separately managed accounts directly hold 831,924 shares of Class A Common Stock.
Merewether Investment Management, LP serves as investment adviser of Merewether Cyclicals Master Fund, LP and Merewether Energy Transformation Master Fund, Ltd. (collectively, the “Funds”) and the separately managed accounts and, in such role, may be deemed to be a beneficial owner of the shares of Class A Common Stock disclosed as directly owned by the Funds and such separately managed accounts. Merewether Equity, LLC is the general partner of Merewether Cyclicals Master Fund, LP and, in such role, may be deemed to be a beneficial owner of all shares of Class A Common Stock held by Merewether Cyclicals Master Fund, LP. Merewether Management GenPar, LLC is the general partner of Merewether Investment Management, LP and, in such role, may be deemed to be a beneficial owner of the shares of Class A Common Stock held by the Funds and the separately managed accounts. Mr. Saddington, as the sole owner and managing member of Merewether Management GenPar, LLC and Merewether Equity LLC and Chief Executive Officer of Merewether Investment Management, LP, may be deemed to be a beneficial owner of the shares of Class A Common Stock disclosed as directly owned by the Funds and the separately managed accounts. Mr. Sinclair, as a partner of Merewether Investment Management, LP, may be deemed to be a beneficial owner of the shares of Class A Common Stock disclosed as directly owned by the Funds and the separately managed accounts. Each of Merewether Investment Management, LP, Merewether Equity, LLC, Merewether Management GenPar, LLC, Mr. Saddington and Mr. Sinclair expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
| CUSIP No. 762594109 | 13G | Page 11 of 12 Pages |
| 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: |
| Each of the Funds and separately managed accounts advised by Merewether Investment Management, LP has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer that it directly owns. Such interests do not relate to more than 5% of the outstanding Class A Common Stock. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: 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. | Certifications: |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 762594109 | 13G | Page 12 of 12 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13G with respect to the Common Stock of the Issuer.
Dated: September 7, 2021
| MEREWETHER INVESTMENT MANAGEMENT, LP | |
|
By Merewether Management GenPar, LLC, its general partner |
|
| /s/ Rodney W. J. Saddington | |
|
Rodney W. J. Saddington Managing Member |
|
| MEREWETHER CYCLICALS MASTER FUND, LP | |
|
By Merewether Equity, LLC, its general partner |
|
| /s/ Rodney W. J. Saddington | |
|
Rodney W. J. Saddington Managing Member |
|
| MEREWETHER ENERGY TRANSFORMATION MASTER FUND, LTD. | |
| /s/ Rodney W. J. Saddington | |
|
Rodney W. J. Saddington Director |
|
| MEREWETHER MANAGEMENT GENPAR, LLC | |
| /s/ Rodney W. J. Saddington | |
|
Rodney W. J. Saddington Managing Member |
|
| MEREWETHER EQUITY, LLC | |
| /s/ Rodney W. J. Saddington | |
|
Rodney W. J. Saddington Managing Member |
|
| /s/ Rodney W. J. Saddington | |
| Rodney W. J. Saddington | |
| /s/ Matthew J. Sinclair | |
| Matthew J. Sinclair | |