As previously announced by Decarbonization Plus Acquisition Corporation IV (the “Company” or “DCRD”), on September 25, 2022, the Company, Hammerhead Resources Inc., an Alberta corporation (“Hammerhead”), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of the Company, entered into a Business Combination Agreement (the transaction contemplated thereby, the “Business Combination”).
In connection with the proposed Business Combination, on October 11, 2022, NewCo filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (as amended, the “Registration Statement”), which includes a preliminary proxy statement of the Company. The Registration Statement was declared effective by the SEC on December 30, 2022.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a press release announcing that the definitive proxy statement relating to the extraordinary general meeting of the Company’s shareholders in connection with the Business Combination (the “Shareholders’ Meeting”), which will be held at 10:00 a.m. Eastern time on January 23, 2023, has been filed with the SEC (the “Proxy Statement”), and that DCRD has commenced mailing of the Proxy Statement. The Proxy Statement is being mailed to the Company’s shareholders of record as of the close of business on December 14, 2022.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
Legend Information
Forward-Looking Statements
This document includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about Hammerhead’s or DCRD’s ability to effectuate the proposed Business Combination discussed in this document; statements related to the commencement of mailing of the Proxy Statement; and statements related to the Shareholders’ Meeting. These forward-looking statements are based on information available as of the date of this document, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing NewCo’s, Hammerhead’s or DCRD’s views as of any subsequent date, and none of NewCo, Hammerhead or DCRD undertakes 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. Neither NewCo nor DCRD gives any assurance that either NewCo or DCRD will achieve its expectations. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, NewCo’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the proposed Business Combination by DCRD’s business combination deadline and the failure to obtain
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