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                                March 31, 2023

       Scott Sobie
       President, Chief Executive Officer
       Hammerhead Energy Inc.
       Suite 2700, 525-8th Avenue SW
       Calgary, Alberta, T2P 1G1

                                                        Re: Hammerhead Energy
Inc.
                                                            Registration
Statement on Form F-1
                                                            Filed March 16,
2023
                                                            File No. 333-270624

       Dear Scott Sobie:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   For each of the
securities being registered for resale, please disclose here the price that the
                                                        selling securityholders
paid for such securities.
   2.                                                   We note the warrants
are out the money. Please disclose the exercise price of the warrants
                                                        compared to the market
price of the underlying securities. In addition, please disclose the
                                                        likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
                                                        in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
                                                        that cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Scott Sobie
FirstName  LastNameScott
Hammerhead    Energy Inc. Sobie
Comapany
March      NameHammerhead Energy Inc.
       31, 2023
March2 31, 2023 Page 2
Page
FirstName LastName
3.       We note the significant number of redemptions of your Class A common
stock in
         connection with your business combination and that the shares being
registered for resale
         will constitute a considerable percentage of your public float. Please
highlight the
         significant negative impact sales of shares on this registration
statement could have on the
         public trading price of the Class A common stock.
Risk Factors
A significant portion of the Company's total outstanding shares may be sold
into the market in
the near future., page 41

4.       We note your disclosure that sales of substantial amounts of your
common shares by the
         selling securityholders (or the perception that such sales could
occur) could harm the
         prevailing market price of your common shares. To illustrate the risk
of the negative
         pressure potential sales of shares pursuant to this registration
statement could have on the
         public trading price of your common shares, disclose the purchase
price of the securities
         being registered for resale. Also disclose that even though the
current trading price is
         below the SPAC IPO price, the private investors have an incentive to
sell because they
         will still profit on sales because of the lower price that they
purchased their securities than
         the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
102

5.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the Class A
         common stock, expand your discussion of capital resources to address
any changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that the Riverstone Parties, a beneficial owners of
over 80% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
General

7.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the selling securityholders acquired their
shares and warrants, and the
         price that public securityholders acquired their shares and warrants.
Please also disclose
         that while the selling securityholders may experience a positive rate
of return based on the
 Scott Sobie
Hammerhead Energy Inc.
March 31, 2023
Page 3
      current trading price, the public securityholders may not experience a
similar rate of return
      on the securities they purchased due to any differences in the purchase
prices and the
      current trading price. Please also disclose any potential profit the
selling securityholders
      will earn based on the current trading price. Lastly, please include
appropriate risk factor
      disclosure.
8.    Please update your financial statements and related disclosures
throughout your
      registration statement as required by Item 8.A.4 of Form 20-F. Please
also update your
      executive compensation disclosures to include any compensation paid for
the fiscal year
      ended December 31, 2022. Refer to Item 6.B of Form 20- F for guidance.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Karina
Dorin, Staff
Attorney at 202-551-3763 with any questions.



                                                            Sincerely,
FirstName LastNameScott Sobie
                                                            Division of
Corporation Finance
Comapany NameHammerhead Energy Inc.
                                                            Office of Energy &
Transportation
March 31, 2023 Page 3
cc:       Ian Hazlett
FirstName LastName