Archaea Energy Inc.

1 Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549_____FORM 10-Q/A(Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934_____For the quarterly period ended September 30, 2021or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____Commission File Number:001-39644_____Archaea Energy Inc.(Exact name of Registrant as specified in its charter)_____Delaware85-2867266(State or other jurisdiction of incorporation or organization)( Employer Identification No.)4444 Westheimer Road, Suite G450 Houston, Texas 77027(Address of principal executive offices and zip code)(346) 708-8272(Registrant's telephone number, including area code)Rice Acquisition East Main Street, Second StoryCarnegie, Pennsylvania 15106(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act.

2 Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A common Stock, par value $ per shareLFGThe New York Stock ExchangeWarrants, each exercisable for one share of Class ACommon Stock at a price of $ per shareLFG WSThe New York Stock ExchangeIndicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany.

3 See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of November 8, 2021, there were 53,590,976 shares of Class A common stock and 62,281,735 shares of Class B common stock issued and of ContentsEXPLANATORY NOTER eferences throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to we, us, "our," or the Company are to Archaea Energy Inc., formerly known asRice Acquisition Corp.

4 , unless the context otherwise Amendment No. 1 ( Amendment No. 1 ) to the Quarterly Report on Form 10-Q/A amends and restates the Quarterly Report on Form 10-Q of Archaea Energy Inc. (the Company ) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission ( SEC ) on November 15, 2021. RESTATEMENT BACKGROUNDOn November 15, 2021, the Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the Original Filing ). Subsequent to filing, the Companyidentified an accounting error related to a duplicate entry recorded for the reverse recapitalization transaction. Specifically, an entry was recorded to both the subledger andgeneral ledger as part of the movement of activity from Archaea Energy LLC to the newly formed Archaea Energy II LLC for the reverse recapitalization resulting in aduplicate entry error. The error caused an understatement of accounts payable - trade and general and administrative expenses of $ million in our successor December 28, 2021, the Company s management and the audit committee of the Company s board of directors concluded that the Company s previously issued unauditedcondensed financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 should no longer be relied upon to due to theimpact on accounts payable - trade, general and administrative expenses, and our consolidated net , we have restated our unaudited consolidated condensed financial statements as of and for the three and nine months ended September 30, 2021 to reflect thecorrect amount of general and administrative expenses and accounts payable - trade.

5 See Note 2 - Basis of Presentation and Summary of Significant accounting Policies forfurther CONTROL CONSIDERATIONSA fter re-evaluation, the Company s management has concluded that in light of the errors described above, a material weakness existed in the Company s internal control overfinancial reporting during the nine-month period ended September 30, 2021 and that the Company s controls and procedures were not effective. The Company s remediationplan with respect to such material weakness is described in more detail in Item 4 to Part 1 of this Form 10- AMENDED IN THIS AMENDMENT NO. 1 For the convenience of the reader, this Amendment No. 1 amends and restates the Q3 Form 10-Q in its entirety. As a result, this Amendment No. 1 includes both items that havebeen changed as a result of the restatement described above as well as items that are unchanged from the Q3 Form 10-Q. The following items have been amended in thisAmendment No.

6 1 to reflect the restatement described above: Part I, Item 1. Consolidated Condensed Financial Statements Part I, Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations Part I, Item 4. Controls and Procedures Part II, Item 6. ExhibitsIn addition, in accordance with applicable SEC rules, this Amendment No. 1 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act from ourChief Executive Officer (as principal executive officer) and our Chief Financial Officer (as principal financial officer) dated as of the filing date of this Amendment No. as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Q3 Form 10-Q. This Amendment No. 1 does notpurport to reflect any information or events subsequent to the filing date of the Q3 Form 10-Q. As such, this Amendment No. 1 speaks only as of the date the Q3 Form 10-Q wasfiled, and we have not undertaken herein to amend, supplement or update any information contained in the Q3 Form 10-Q to give effect to any subsequent events.

7 Accordingly,this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Q3 Form of ContentsTABLE OF CONTENTSPART I. FINANCIAL INFORMATIONPageItem StatementsArchaea Energy Condensed Balance Sheets As of September 30, 2021 and December 31, 2020 (as restated)5 Consolidated Condensed Statements of Operations Three and nine months ended September 30, 2021 and 2020 (as restated)6 Consolidated Condensed Statements of Equity Three and nine months ended September 30, 2021 and 2020 (as restated)7 Consolidated Condensed Statements of Cash Flows Nine months ended September 30, 2021 and 2020 (as restated)9 Notes to Consolidated Condensed Financial Statements10 Aria Energy LLC (Predecessor)Consolidated Condensed Balance Sheet As of December 31, 202038 Consolidated Condensed Statements of Operations For the periods from July 1, 2021 to September 14, 2021 and from January 1, 2021 toSeptember 14, 2021 and for the three and nine months ended September 30, 202039 Consolidated Condensed Statements of Comprehensive Income For the periods from July 1, 2021 to September 14, 2021 and from January 1, 2021 toSeptember 14, 2021 and for the three and nine months ended September 30, 202040 Consolidated Condensed Statements of Equity For the periods from July 1, 2021 to September 14, 2021 and from January 1, 2021 toSeptember 14, 2021 and for the three and nine months ended September 30, 202041 Consolidated Condensed Statements of Cash Flows For the period from January 1, 2021 to September 14, 2021 and the nine months endedSeptember 30.

8 202042 Notes to Consolidated Condensed Financial Statements43 Item 's Discussion and Analysis of Financial Condition and Results of Operations (as restated)56 Item and Qualitative Disclosures About Market Risk73 Item and Procedures (as restated)73 PART II. OTHER INFORMATIONItem Proceedings75 Item Factors75 Item Sales of Equity Securities and Use of Proceeds75 Item Upon Senior Securities75 Item Safety Disclosures75 Item Information75 Item (as restated)75 SIGNATURES781 Table of ContentsCommonly Used Terms and DefinitionsUnless the context otherwise requires, the terms Archaea and the Company refer to Archaea Energy Inc. and its consolidated subsidiaries. In addition, the followingcompany or industry-specific terms and abbreviations are used throughout this report: Archaea Merger Agreement: The Business Combination Agreement, dated April 7, 2021, as subsequently amended, pursuant to which, among other things, the Companyacquired Legacy ArchaeaAria: Aria Energy LLC, a Delaware limited liability company, and its subsidiariesAria Holders: The members of Aria immediately prior to the ClosingAria Merger: The transaction executed by the Archaea Merger AgreementAria Merger Agreement: The Business Combination Agreement, dated as of April 7, 2021, as subsequently amended, pursuant to which, among other things, the Companyacquired AriaAtlas: Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability companyBtu: British thermal unitsBusiness Combination Agreements: The Aria Merger Agreement and the Archaea Merger AgreementBusiness Combinations.

9 The transactions contemplated by the Business Combination AgreementsClass A common Stock: Class A common Stock, par value $ per share, of the CompanyClass A common Units: Class A common Units of OpcoClass B common Stock: Class B common Stock, par value $ per share, of the CompanyClass B common Units: Class B common Units of OpcoClosing: The closing of the Business CombinationsClosing Date: September 15, 2021, the closing date of the Business CombinationsCommon Stock: Class A common Stock and the Class B common StockEnvironmental Attributes: Federal, state and local government incentives in the United States, provided in the form of RINs, RECs, LCFS credits, rebates, tax credits and otherincentives to end users, distributors, system integrators and manufacturers of renewable Energy projects, that promote the use of renewable : The Federal Energy Regulatory CommissionForward Purchase Warrants: The 250,000 warrants issued in a private placement that closed simultaneously with the consummation of the Business Combinations onSeptember 15, 2021 GCES: Gulf Coast Environmental Services, LLCI nitial Public Offering: RAC s initial public offering, which was consummated on October 26, 2020 ISO: Independent System OperatorLegacy Archaea : Archaea Energy LLC, a Delaware limited liability company, and its subsidiariesLegacy Archaea Holders: The members of Legacy Archaea immediately prior to the Closing2 Table of ContentsLCFS: Low Carbon Fuel StandardLFG: Landfill gasMMBtu: One million British thermal unitMW: MegawattsMWh: Megawatt hoursNYSE: The New York Stock ExchangeOpco: LFG Acquisition Holdings LLC, a Delaware limited liability company, which was formerly named Rice Acquisition Holdings LLCPIPE Financing.

10 The private placement of 29,166,667 shares of Class A common Stock for gross proceeds to the Company of $300 million in connection with the BusinessCombinationsPrivate Placement Warrants: The 6,771,000 warrants originally issued to Sponsor and Atlas in a private placement that closed simultaneously with the consummation of theInitial Public OfferingProxy Statement: The Company s definitive proxy statement regarding the Business Combinations and related transactions filed with the SEC on August 12, 2021 Public Warrants: The 11,862,492 warrants originally sold as part of the units issued in the Initial Public OfferingRAC: Rice Acquisition Opco: Rice Acquisition Holdings LLCRECs: Renewable Energy CreditsRedeemable Warrants: The Company's Public Warrants and Forward Purchase WarrantsRINs: Renewable Identification NumbersRNG: Renewable natural gasRTO: Regional transmission organizationSEC: Securities and Exchange CommissionSponsor: Rice Acquisition Sponsor LLC, a Delaware limited liability company3 Table of ContentsCautionary Note Regarding Forward-Looking StatementsThe information in this Amendment No.