SC 13G 1 sc_13g.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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

(AMENDMENT NO. )*

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)

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 or otherwise subject to the liabilities of that section of such Act but shall be subject to all other provisions of such Act.

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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Item 1(a). Name of Issuer:

Rice Acquisition Corp.

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

102 East Main Street, Second Story

Carnegie, PA 15106

Item 2(a). Name of Person Filing:

This Schedule 13G is filed by:

HITE Hedge Asset Management LLC

James M. Jampel

HITE Hedge LP

HITE MLP LP

HITE Hedge QP LP

HITE Energy LP

HITE Hedge Offshore Ltd.

HITE Carbon Offset Ltd.

HITE Carbon Offset LP

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

The address of the principal business office of each Reporting Person is:

300 Crown Colony Drive

Suite 108

Quincy, MA 02169

Item 2(c). Citizenship:

HITE Hedge Asset Management LLC is a Delaware limited liability company

James M. Jampel is a citizen of the United States

HITE Hedge LP is a Delaware limited partnership

HITE MLP LP is a Delaware limited partnership

HITE Hedge QP LP is a Delaware limited partnership

HITE Energy LP is a Delaware limited partnership

HITE Hedge Offshore Ltd. is a Cayman Islands exempted company

HITE Carbon Offset Ltd. is a Cayman Islands exempted company

HITE Carbon Offset LP is a Delaware limited partnership

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

Class A Common Stock, par value $0.0001

Item 2(e). CUSIP Number:

02215L100

This is the CUSIP number for the Issuer’s Class A Common Stock. The CUSIP number for the Issuer’s Units is 762594208. (See Item 4.)

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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.

(a) Amount beneficially owned:

HITE Hedge Asset Management LLC: 1,300,000 shares

James M. Jampel: 1,300,000 shares

HITE Hedge LP: 155,901 shares

HITE MLP LP: 57,999 shares

HITE Hedge QP LP: 96,700 shares

HITE Energy LP: 221,600 shares

HITE Hedge Offshore Ltd.: 429,499 shares

HITE Carbon Offset Ltd.: 238,100

HITE Carbon Offset LP: 100,201

(b) Percent of class:

HITE Hedge Asset Management LLC: 5.5%

James M. Jampel: 5.5%

HITE Hedge LP: 0.7%

HITE MLP LP: 0.2%

HITE Hedge QP LP: 0.4%

HITE Energy LP: 0.9%

HITE Hedge Offshore Ltd.: 1.8%

HITE Carbon Offset Ltd.: 1.0%

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HITE Carbon Offset LP: 0.4%

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.

The Reporting Persons hold the Issuer’s Units, each consisting of one share of Class A Common Stock and one half of one warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (“Units”). The warrants are not exercisable as of or within 60 days of December 31, 2020, and so the ownership reported herein relates solely to the Class A Common Stock underlying the Reporting Persons’ Units and does not give effect to the warrants.

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:

HITE Hedge Asset Management LLC: 1,300,000 shares

James M. Jampel: 1,300,000 shares

HITE Hedge LP: 155,901 shares

HITE MLP LP: 57,999 shares

HITE Hedge QP LP: 96,700 shares

HITE Energy LP: 221,600 shares

HITE Hedge Offshore Ltd.: 429,499 shares

HITE Carbon Offset Ltd.: 238,100

HITE Carbon Offset LP: 100,201

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:

HITE Hedge Asset Management LLC: 1,300,000 shares

James M. Jampel: 1,300,000 shares

HITE Hedge LP: 155,901 shares

HITE MLP LP: 57,999 shares

HITE Hedge QP LP: 96,700 shares

HITE Energy LP: 221,600 shares

HITE Hedge Offshore Ltd.: 429,499 shares

HITE Carbon Offset Ltd.: 238,100

HITE Carbon Offset LP: 100,201

Mr. Jampel disclaims beneficial ownership of the securities.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

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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.

For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.

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.

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SIGNATURES

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

Dated: February 17, 2021

	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

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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

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LIST OF EXHIBITS

Exhibit No.	Description
A	Group Members
B	Joint Filing Agreement

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SEC Form SC 13G filed