Item 8.01 Other Events.
The Company’s Board of Directors expects
to hold the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 18, 2022. The time and location of the
Annual Meeting will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the SEC. The
Company has set January 18, 2022 as the deadline for the receipt of proposals to be considered for inclusion in the Company’s proxy
statement for the Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
stockholder proposals submitted in accordance with Rule 14a-8 under the Exchange Act must be directed to the attention of the Corporate
Secretary, at 4444 Westheimer Road, Suite G450, Houston, Texas, 77027. Pursuant to the Company’s Bylaws, stockholders seeking to
bring business before the Annual Meeting or nominate candidates for election as directors at the Annual Meeting must deliver such proposals
or nomination in accordance with the notice requirements contained in the Company’s Bylaws to the principal executive offices of
the Company at 4444 Westheimer Road, Suite G450, Houston, Texas, 77027, Attention: Corporate Secretary, no earlier than the close
of business on January 18, 2022 and no later than the close of business on February 17, 2022. Any stockholder proposal or director
nomination must also comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws, as
applicable.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains certain
statements that may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. Statements that do not relate strictly to historical or current facts are forward-looking and usually
identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “should,”
“will,” “may,” “forecast,” “approximate,” “expect,” “project,”
“intend,” “plan,” “believe” and other similar words. Forward-looking statements may relate to expectations
for future financial performance, business strategies or expectations for Archaea’s business. Specifically, forward-looking statements
may include statements concerning market conditions and trends, earnings, performance, strategies, prospects and other aspects of Archaea’s
business. Forward looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of Archaea,
and such statements involve known and unknown risks, uncertainties and other factors.
The risks and uncertainties that could cause
those actual results to differ materially from those expressed or implied by these forward looking statements include, but are not limited
to: (a) the ability to recognize the anticipated benefits of the business combinations and any transactions contemplated thereby, which
may be affected by, among other things, competition, the ability of Archaea to grow and manage growth profitably and retain its management
and key employees; (b) the possibility that Archaea may be adversely affected by other economic, business and/or competitive factors;
(c) Archaea’s ability to develop and operate new projects; (d) the reduction or elimination of government economic incentives to
the renewable energy market; (e) delays in acquisition, financing, construction and development of new projects; (f) the length of development
cycles for new projects, including the design and construction processes for Archaea’s projects; (g) Archaea’s ability to
identify suitable locations for new projects; (h) Archaea’s dependence on landfill operators; (i) existing regulations and changes
to regulations and policies that affect Archaea’s operations; (j) decline in public acceptance and support of renewable energy development
and projects; (k) demand for renewable energy not being sustained; (l) impacts of climate change, changing weather patterns and conditions,
and natural disasters; (m) the ability to secure necessary governmental and regulatory approvals; (n) the Company’s expansion into
new business lines; and (o) other risks and uncertainties indicated in the Registration Statement on Form S-1 (File No. 333-260094), originally
filed by Archaea with the SEC on October 6, 2021, as subsequently amended on October 18, 2021 and declared effective by the SEC on October
21, 2021, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Archaea.
Accordingly, forward-looking statements should
not be relied upon as representing Archaea’s views as of any subsequent date. Archaea does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under applicable securities laws.