| Item 3.03. | Material Modification to Rights of Security Holders. |
On January 23, 2023, the shareholders of Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“DCRD” or the “Company”), approved the Second Amended and Restated Memorandum and Articles of Association of the Company (the “A&R DCRD Articles”) at the extraordinary general meeting of the Company (the “DCRD Shareholders’ Meeting”).
The A&R DCRD Articles extend the date by which DCRD must complete a Business Combination (as defined in the A&R DCRD Articles) to March 13, 2023. On January 24, 2023, the Company filed the A&R DCRD Articles with the Cayman Islands authorities.
The foregoing summary is qualified by the full text of the A&R DCRD Articles, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth above under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 23, 2023, DCRD convened the DCRD Shareholders’ Meeting. At the DCRD Shareholders’ Meeting, DCRD’s shareholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement (the “Proxy Statement”) filed by DCRD with the U.S. Securities and Exchange Commission on December 30, 2022.
There were 39,531,250 ordinary shares issued and outstanding at the close of business on December 14, 2022, the record date (the “Record Date”) for the DCRD Shareholders’ Meeting. At the DCRD Shareholders’ Meeting, there were 30,938,140 shares present either by proxy or online, representing approximately 78.26% of DCRD’s total outstanding ordinary shares as of the Record Date. Each shareholder was entitled to one vote for each ordinary share held as of the record date, except that with respect to Proposal No. 1, the Domestication Proposal, holders of the Class B ordinary shares of DCRD, par value $0.0001 per share (the “DCRD Class B Ordinary Shares”), were entitled to ten votes per DCRD Class B Ordinary Share held of record.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Domestication Proposal
The transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the amended and restated memorandum and articles of association of the Company (the “DCRD Articles”) and Cayman Islands Companies Act (as amended) and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta), including the adoption of the articles and bylaws of DCRD to be adopted in connection therewith (such transfer by way of continuation and domestication, including all matters necessary or ancillary in order to effect such transfer by way of continuation and domestication, the “Domestication”) was approved and adopted. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 98,750,103 | | 3,344,275 | | 12 |
Proposal No. 2 - The Business Combination Proposal
The Business Combination Agreement, dated September 25, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”) by and among DCRD, Hammerhead Resources Inc. (“Hammerhead”), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead
(“NewCo”) and 2453729 Alberta ULC (“AmalCo”), and the transactions contemplated thereby were approved and adopted. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 27,623,812 | | 3,314,327 | | 1 |
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