424B3 1 d261388d424b3.htm 424B3 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-267830

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECARBONIZATION PLUS ACQUISITION CORPORATION IV AND PROSPECTUS FOR 127,759,879 CLASS A COMMON SHARES, 30,050,000 WARRANTS AND 30,050,000 CLASS A COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF HAMMERHEAD ENERGY INC.

PROPOSED BUSINESS COMBINATION – YOUR PARTICIPATION IS VERY IMPORTANT

Dear Shareholders of Decarbonization Plus Acquisition Corporation IV:

You are cordially invited to attend the extraordinary general meeting (the “DCRD Shareholders’ Meeting”) of shareholders of Decarbonization Plus Acquisition Corporation IV (“DCRD” and such shareholders, the “DCRD Shareholders”), which will be held at 10:00 a.m., Eastern Time, on January 23, 2023, at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, or such other date, time and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, DCRD is also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and DCRD’s Amended and Restated Memorandum and Articles of Association (the “DCRD Articles”).

On September 25, 2022, DCRD, 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 DCRD (“AmalCo”), entered into a Business Combination Agreement (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”), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, and the plan of arrangement attached hereto as Annex L (the “Plan of Arrangement”) (i) DCRD will transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Cayman Islands Companies Act (as amended) (the “Companies Act”) and domesticate as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (“ABCA”) (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, including the adoption of the Domestication Articles and Bylaws (as defined in the accompanying proxy statement/prospectus), the “Domestication”), (ii) following the Domestication, DCRD will amalgamate with NewCo (the “SPAC Amalgamation”) to form one corporate entity (“New SPAC”) and NewCo will survive the SPAC Amalgamation as New SPAC and (iii) on the Closing Date (as defined below), Hammerhead will amalgamate with AmalCo (the “Company Amalgamation” and together with the SPAC Amalgamation, the “Amalgamations”) to form a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement (the “Amalgamated Company”), which will be a wholly owned subsidiary of New SPAC.

Pursuant to the SPAC Amalgamation, which will take place after the Domestication and not later than one business day prior to the date on which the closing of the Business Combination will occur (the “Closing” and such date the “Closing Date”):

(a) each DCRD Class A ordinary share, par value $0.0001 per share (a “DCRD Class A Ordinary Share”), issued and outstanding (which, pursuant to the Domestication, will be exchanged for one Class A common share of DCRD (a “DCRD Class A Common Share”)) immediately prior to the effective time of the SPAC Amalgamation (the “SPAC Amalgamation Effective Time”) will be exchanged, on a one-for-one basis, for a Class A common share in the authorized share capital of New SPAC (a “New SPAC Class A Common Share”);

(b) each DCRD Class B ordinary share, par value $0.0001 per share (a “DCRD Class B Ordinary Share” and together with the DCRD Class A Ordinary Shares, the “DCRD Ordinary Shares”), issued and outstanding (which, pursuant to the Domestication, will be exchanged for one Class B common share of DCRD (a “DCRD Class B Common Share”)) immediately prior to the SPAC Amalgamation Effective Time will be exchanged, on a one-for- one basis, for a Class B common share in the authorized share capital of New SPAC (a “New SPAC Class B Common Share”);


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(c) each common share of NewCo outstanding will be exchanged for one New SPAC Class A Common Share;

(d) each DCRD Warrant (as defined in the accompanying proxy statement/prospectus) issued and outstanding immediately prior to the SPAC Amalgamation Effective Time will be exchanged for a warrant to acquire one New SPAC Class A Common Share pursuant to the New SPAC Warrant Agreement (as defined in the accompanying proxy statement/prospectus) (a “New SPAC Warrant”);

(e) each DCRD Unit (as defined in the accompanying proxy statement/prospectus), issued and outstanding immediately prior to the SPAC Amalgamation Effective Time will be exchanged for one unit of New SPAC representing one New SPAC Class A Common Share and one-half of one New SPAC Warrant (a “New SPAC Unit”); and

(f) the New SPAC Class A Common Share held by Hammerhead will be purchased for cancellation for cash equal to the subscription price for such common share of NewCo.

On the Closing Date, prior to the Company Amalgamation, among other things:

(a) the Hammerhead Articles (as defined in the accompanying proxy statement/prospectus) shall be amended to authorize a new class of common shares in the capital of Hammerhead having the rights, privileges and restrictions set forth in the Plan of Arrangement (the “Hammerhead Class B Common Shares”) and concurrently, all of the issued and outstanding Hammerhead Common Shares shall be re-designated as Class A Common Shares in the capital of Hammerhead (the “Hammerhead Class A Common Shares”, and, together with the Hammerhead Class B Common Shares, the “Hammerhead Common Shares”);

(b) each Hammerhead Class A Common Share held by Employee Borrowers (as defined in the accompanying proxy statement/prospectus) shall be exchanged for one Hammerhead Class B Common Share;

(c) each then issued and outstanding New SPAC Class B Common Share will be exchanged for one New SPAC Class A Common Share pursuant to the articles of New SPAC to be adopted at the Company Amalgamation Effective Time, the form of which is attached hereto as Annex D (the “New SPAC Closing Articles”) and in accordance with the Plan of Arrangement; and

(d) each warrant to purchase Hammerhead Common Shares (each, a “Hammerhead Warrant”) will either be exchanged for Hammerhead Class A Common Shares or cash, in each case, in accordance with the Plan of Arrangement.

On the Closing Date, pursuant to the Company Amalgamation, among other things:

(a) each then issued and outstanding Series IX First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series IX Preferred Share”) will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Common Share Exchange Ratio (as defined in the accompanying proxy statement/prospectus);

(b) each then issued and outstanding Series VIII First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series VIII Preferred Share”) will be exchanged for one New SPAC Class A Common Share;

(c) each then issued and outstanding Series VII First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series VII Preferred Share”) will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Series VII Preferred Share Exchange Ratio (as defined in the accompanying proxy statement/prospectus);

(d) each then issued and outstanding Series VI First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series VI Preferred Share”) will be exchanged for one New SPAC Class A Common Share;


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(e) each then issued and outstanding Series IV First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series IV Preferred Share”) will be exchanged for one New SPAC Class A Common Share;

(f) each then issued and outstanding Series III First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series III Preferred Share”) will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Series III Preferred Share Exchange Ratio (as defined in the accompanying proxy statement/prospectus);

(g) each then issued and outstanding Series II First Preferred Share in the authorized share capital of Hammerhead (each, a “Hammerhead Series II Preferred Share”) will be exchanged for a number of New SPAC Class A Common Shares equal to the product of the Hammerhead Common Share Exchange Ratio and 1.13208;

(h) each then issued and outstanding Series I First Preferred Share in the authorized share capital of Hammerhead (the “Hammerhead Series I Preferred Share”) will be exchanged for one New SPAC Class A Common Share;

(i) each then issued and outstanding Hammerhead Option (as defined in the accompanying proxy statement/prospectus) will be exchanged for an option to acquire a number of New SPAC Class A Common Shares (rounded down to the nearest whole share) equal to (i) the number of Hammerhead Class A Common Shares subject to the applicable Hammerhead Option multiplied by (ii) the Hammerhead Common Share Exchange Ratio, at a per share exercise price (rounded up to the nearest cent) equal to (x) the per share exercise price for the Hammerhead Class A Common Shares (determined in US dollars with reference to the US dollar to Canadian dollar exchange rate reported by the Bank of Canada on September 23, 2022 of 1.357) divided by (y) the Hammerhead Common Share Exchange Ratio;

(j) each then issued and outstanding Hammerhead RSU (as defined in the accompanying proxy statement/prospectus) will be exchanged for an option to acquire a number of New SPAC Class A Common Shares (rounded down to the nearest whole share) equal to (a) the number of Hammerhead Class A Common Shares subject to the applicable Hammerhead RSU multiplied by (b) the Hammerhead Common Share Exchange Ratio, at a per share exercise price (rounded up to the nearest cent) equal to (x) the per share exercise price for the Hammerhead Class A Common Shares (determined in US dollars with reference to the US dollar to Canadian dollar exchange rate reported by the Bank of Canada on September 23, 2022 of 1.357) subject to the applicable Hammerhead RSU divided by (y) the Hammerhead Common Share Exchange Ratio; and

(k) each then issued and outstanding Hammerhead Class A Common Share and Hammerhead Class B Common Share (each Hammerhead Class B Common Share together with the Hammerhead Class A Common Shares and the Hammerhead Preferred Shares (as defined in the accompanying proxy statement/prospectus), the “Hammerhead Shares”) will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Common Share Exchange Ratio.

At the DCRD Shareholders’ Meeting, DCRD Shareholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “Proposal No. 2”) to approve, by Special Resolution (as defined in the accompanying proxy statement/prospectus), the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the Business Combination.

In connection with the submission of the Business Combination to a shareholder vote, holders of Class B ordinary shares of DCRD, par value $0.0001 per share (the “DCRD Class B Ordinary Shares” or the “DCRD Founder Shares” and, together with the DCRD Class A Ordinary Shares, the “DCRD Ordinary Shares”), including DCRD’s sponsor, Decarbonization Plus Acquisition Sponsor IV LLC (“DCRD Sponsor”), and, if any such DCRD Founder Shares are transferred pursuant to the letter agreement entered into concurrently with the execution and delivery of the Business Combination Agreement by and among DCRD, Riverstone Global Energy and Power Fund V (Cayman), L.P., a Cayman Islands exempted limited partnership (“Riverstone Fund V”),


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certain of Riverstone Fund V’s direct or indirect wholly-owned subsidiaries (such subsidiaries, together with Riverstone Fund V, the “Riverstone Fund V Entities”) and the DCRD Initial Shareholders (the “Sponsor Side Letter,” and such transfer, the “Founder Transfer”) prior to the record date for the DCRD Shareholders’ Meeting, certain Riverstone Fund V Entities, have agreed to vote any DCRD Class A Ordinary Shares (except for any DCRD Class A Ordinary Shares purchased as described below under “The Business Combination—Potential Purchases of Public Shares”) and DCRD Class B Ordinary Shares owned by them in favor of the Business Combination.

In addition to the Business Combination Proposal, DCRD Shareholders are being asked to consider and vote upon:

 

   

a proposal to approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws (the “Domestication Proposal” or “Proposal No. 1”);

 

   

proposals to approve on a non-binding advisory basis, by Ordinary Resolution (as defined in the accompanying proxy statement/prospectus), the governance provisions contained in the New SPAC Closing Articles and the bylaws of NewCo, which, at the SPAC Amalgamation Effective Time, will become the bylaws of New SPAC (the “New SPAC Closing Bylaws”) that materially affect DCRD Shareholders’ rights, presented separately in accordance with U.S. Securities and Exchange Commission guidance (the “Advisory Organizational Documents Proposals” or “Proposal No. 3”). The full text of the New SPAC Closing Articles and the New SPAC Closing Bylaws are attached to the accompanying proxy statement/prospectus as Annex D and Annex J, respectively. Proposal No. 3 is separated into sub-proposals submitted to DCRD Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights as described in the following paragraphs (a)–(d):

 

  (a)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would change the authorized share capital from the existing (i) 500,000,000 DCRD Class A Ordinary Shares, (ii) 50,000,000 DCRD Class B Ordinary Shares, and (iii) 5,000,000 preferred shares of a nominal or par value of $0.0001 each, to (i) an unlimited number of New SPAC Class A Common Shares and (ii) First Preferred Shares, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any First Preferred Shares (the “Authorized Capital Proposal” or “Proposal No. 3A”);

 

  (b)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would declassify the board of directors with the result being that each director will be elected annually for a term of one year (the “Declassification Proposal” or “Proposal No. 3B”);

 

  (c)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least one-third of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons holding or representing not less than 25% of the shares entitled to be voted at the meeting (the “Quorum Proposal” or “Proposal No. 3C”); and

 

  (d)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would not include provisions relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters (the “Other Matters Proposal” or “Proposal No. 3D” and, together with the Authorized Capital Proposal, the Declassification Proposal and the Quorum Proposal, the “Sub-Proposals”);


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a proposal to approve, by Special Resolution, an extension of the date by which DCRD must consummate a “Business Combination” (as defined in the DCRD Articles), (the “Deadline Date”), to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles (the “Extension Proposal” or “Proposal No. 4”); and

 

   

if put to DCRD Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal” or “Proposal No. 5” and, together with the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals and the Extension Proposal, the “Proposals”). If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which each DCRD Shareholder is encouraged to read carefully.

The DCRD Class A Ordinary Shares and DCRD Warrants, which are exercisable for DCRD Class A Ordinary Shares under certain circumstances, are currently listed on the NASDAQ Capital Market (the “NASDAQ”) under the symbols “DCRD” and “DCRDW,” respectively. In addition, certain of the DCRD Class A Ordinary Shares and DCRD Public Warrants (as defined in the accompanying proxy statement/prospectus) currently trade as DCRD Units, consisting of one DCRD Class A Ordinary Share and one-half of one DCRD Public Warrant, and are listed on the NASDAQ under the symbol “DCRDU.” Those DCRD Units not separated will continue to trade on the NASDAQ after being exchanged for New SPAC Units in connection with the SPAC Amalgamation. At the Company Amalgamation Effective Time, the New SPAC Units will automatically separate into the component New SPAC Class A Common Shares and New SPAC Public Warrants (as defined in the accompanying proxy statement/prospectus). NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on the NASDAQ and the Toronto Stock Exchange (the “TSX”). Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing applications. Any such listing of the New SPAC Common Shares and New SPAC Warrants will be conditional upon New SPAC fulfilling all of the listing requirements and conditions of the TSX and the NASDAQ, respectively. It is anticipated that upon the Closing, the New SPAC Class A Common Shares and New SPAC Public Warrants will be listed on the NASDAQ under the ticker symbols “HHRS” and “HHRSW,” respectively, and on the TSX under the ticker symbols “HHRS” and “HHRS.WT,” respectively.

DCRD is providing the accompanying proxy statement/prospectus and accompanying proxy card to DCRD Shareholders in connection with the solicitation of proxies to be voted at the DCRD Shareholders’ Meeting and at any adjournments or postponements of the DCRD Shareholders’ Meeting. Information about the DCRD Shareholders’ Meeting, the Business Combination and other related business to be considered by DCRD Shareholders at the DCRD Shareholders’ Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the DCRD Shareholders’ Meeting, all DCRD Shareholders are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the annexes and the accompanying financial statements of Hammerhead and DCRD. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 57 of the accompanying proxy statement/prospectus.

The Board of Directors of DCRD (the “DCRD Board”), based in part on the unanimous recommendation of the special committee comprised solely of independent directors to evaluate the terms of the Business Combination (the “Special Committee”), has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that DCRD Shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other


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Proposals presented to DCRD Shareholders in the accompanying proxy statement/prospectus. When you consider the DCRD Board’s recommendation of the Proposals, you should keep in mind that certain members of DCRD management have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the subsection entitled “The Business Combination—Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important, regardless of the number of DCRD Ordinary Shares you own. To ensure your representation at the DCRD Shareholders’ Meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you hold your DCRD Ordinary Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the DCRD Shareholders’ Meeting, but in any event, no later than January 22, 2023, at 11:59 p.m., Eastern Time.

On behalf of the DCRD Board, I would like to thank you for your support of Decarbonization Plus Acquisition Corporation IV and look forward to a successful completion of the Business Combination.

Sincerely,

/s/ Robert Tichio

Robert Tichio

Chief Executive Officer and Director

December 30, 2022

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in DCRD and New SPAC securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in the accompanying proxy statement/prospectus and under similar headings or in any amendment or supplement to the accompanying proxy statement/prospectus.

NewCo is a “foreign private issuer” under the Exchange Act and therefore is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, New SPAC Shareholders (as defined in the accompanying proxy statement/prospectus) may receive less or different information about New SPAC than they would receive about a U.S. domestic public company. See “Risk Factors—Risks Related to Ownership of New SPAC’s Securities—As a “foreign private issuer” under the rules and regulations of the SEC, New SPAC will be, permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and may follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.

Upon the listing of New SPAC Class A Common Shares on the NASDAQ, New SPAC will be a “controlled company” within the meaning of the NASDAQ corporate governance standards and, as a result, may elect not to comply with certain corporate governance requirements. Following the completion of the Business Combination, and assuming none of the DCRD Public Shareholders elect to redeem their New SPAC Class A Common Shares


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that they receive in exchange for their DCRD Class A Ordinary Shares in connection with the Business Combination, the Riverstone Parties (as defined in the accompanying proxy statement/prospectus) will control 58.5% (including 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer (each as defined in the accompanying proxy statement/prospectus) of the voting power of the outstanding New SPAC Common Shares. See “Risk Factors—New SPAC will be a “controlled company” within the meaning of the NASDAQ corporate governance standards and, as a result, will rely on exemptions from certain corporate governance requirements that provide protections to shareholders” and “Description of New SPAC SecuritiesControlled Company Exemption.”

The accompanying proxy statement/prospectus is dated December 30, 2022, and is expected to be first mailed or otherwise delivered to DCRD Shareholders on or about December 30, 2022.


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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by NewCo, DCRD or Hammerhead. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of NewCo, DCRD or Hammerhead since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


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DECARBONIZATION PLUS ACQUISITION CORPORATION IV

2744 Sand Hill Road, Suite 100 Menlo Park, California 94025

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECARBONIZATION PLUS ACQUISITION CORPORATION IV

TO BE HELD JANUARY 23, 2023

To the shareholders of Decarbonization Plus Acquisition Corporation IV (“DCRD”):

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “DCRD Shareholders’ Meeting”) of shareholders of DCRD (the “DCRD Shareholders”) will be held at 10:00 a.m., Eastern Time, on January 23, 2023, at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, or such other date, time and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, DCRD is also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and DCRD’s Amended and Restated Memorandum and Articles of Association (the “DCRD Articles”).

At the DCRD Shareholders’ Meeting, DCRD Shareholders will be asked to consider and vote upon the following proposals:

 

   

The Domestication Proposal – To approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and Cayman Islands Companies Act (as amended) (the “Companies Act”) and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (the “ABCA”), including the adoption of the Domestication Articles and Bylaws (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”) (the “Domestication Proposal” or “Proposal No. 1”);

 

   

Business Combination Proposal — To approve, by Special Resolution, 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. (“NewCo”) and 2453729 Alberta ULC (“AmalCo”), and the Business Combination, including the Arrangement Resolution (as defined in the accompanying proxy statement/prospectus) pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement attached hereto as Annex L, (i) following the Domestication, DCRD will amalgamate with NewCo (the “SPAC Amalgamation”) to form one corporate entity (“New SPAC”) and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) Hammerhead will amalgamate with AmalCo (the “Company Amalgamation” and together with the SPAC Amalgamation, the “Amalgamations”) to form a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement (the “Amalgamated Company”), which will be a wholly owned subsidiary of New SPAC (the “Business Combination Proposal” or “Proposal No. 2”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

 

   

The Advisory Organizational Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the articles of New SPAC to be adopted at the Company Amalgamation Effective Time, the form of which is attached hereto as Annex D (the “New SPAC Closing Articles”) and the bylaws of NewCo, which, at the SPAC Amalgamation Effective Time, will become the bylaws of New SPAC, a copy of which is attached hereto as Annex J


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(the “New SPAC Closing Bylaws”) that materially affect DCRD Shareholders’ rights, presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance (the “Advisory Organizational Documents Proposals” or “Proposal No. 3”). Proposal No. 3 is separated into sub-proposals submitted to DCRD Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights as described in the following paragraphs (a)–(d):

 

  (a)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would change the authorized share capital from the existing (i) 500,000,000 DCRD Class A Ordinary Shares, (ii) 50,000,000 DCRD Class B Ordinary Shares, and (iii) 5,000,000 preferred shares of a nominal or par value of $0.0001 each, to (i) an unlimited number of New SPAC Class A Common Shares and (ii) First Preferred Shares, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any First Preferred Shares (the “Authorized Capital Proposal” or “Proposal No. 3A”);

 

  (b)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would declassify the board of directors with the result being that each director will be elected annually for a term of one year (the “Declassification Proposal” or “Proposal No. 3B”);

 

  (c)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least one-third of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons holding or representing not less than 25% of the shares entitled to be voted at the meeting (the “Quorum Proposal” or “Proposal No. 3C”); and

 

  (d)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would not include provisions relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters (the “Other Matters Proposal” or “Proposal No. 3D” and, together with the Authorized Capital Proposal, the Declassification Proposal and the Quorum Proposal, the “Sub-Proposals”).

 

   

Extension Proposal — To approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles.

 

   

Adjournment Proposal — If put to DCRD Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal” or “Proposal No. 5” and, together with the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals and the Extension Proposal, the “Proposals”). If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

The record date for the DCRD Shareholders’ Meeting is December 14, 2022. Only holders of record of DCRD Class A ordinary shares, par value $0.0001 per share (the “DCRD Class A Ordinary Shares”), and DCRD Class B ordinary shares, par value $0.0001 per share (the “DCRD Class B Ordinary Shares” and together with the DCRD Class A Ordinary Shares, the “DCRD Ordinary Shares”), at the close of business on December 14, 2022 are entitled to notice of, and to vote at, the DCRD Shareholders’ Meeting and any adjournments or postponements thereof.

DCRD is providing the accompanying proxy statement/prospectus and accompanying proxy card to the DCRD Shareholders in connection with the solicitation of proxies to be voted at the DCRD Shareholders’ Meeting and at any adjournments of the DCRD Shareholders’ Meeting. Information about the DCRD Shareholders’ Meeting, the Business Combination and other related business to be considered by DCRD Shareholders at the DCRD Shareholders’ Meeting is included in the accompanying proxy statement/prospectus.


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Whether or not you plan to attend the DCRD Shareholders’ Meeting, all DCRD Shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 57 of the accompanying proxy statement/prospectus.

Whether or not you plan to attend the DCRD Shareholders’ Meeting, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If your DCRD Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your DCRD Ordinary Shares or, if you wish to attend the DCRD Shareholders’ Meeting and vote online, you must obtain a proxy from your broker or bank.

Pursuant to the DCRD Articles, a holder of DCRD Class A Ordinary Shares issued as part of the unit sold in DCRD’s initial public offering (the “DCRD IPO,” such shares, the “DCRD Public Shares” and, holders of such DCRD Public Shares the “DCRD Public Shareholders”) may request that New SPAC redeem all or a portion of its DCRD Public Shares for cash if the Business Combination is consummated. As a holder of DCRD Public Shares, you will be entitled to exercise your redemption rights if you:

(a) hold DCRD Public Shares, or if you hold DCRD Public Shares through DCRD units sold in the DCRD IPO (the “DCRD Units”), you elect to separate your DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising your redemption rights;

(b) submit a written request to Continental Stock Transfer & Trust Company, DCRD’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your DCRD Public Shares for cash, and (ii) identify yourself as the beneficial holder of the DCRD Public Shares and provide your legal name, phone number and address; and

(c) deliver your DCRD Public Shares to Continental Stock Transfer & Trust Company, DCRD’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their DCRD Public Shares in the manner described above prior to 10:30 a.m., Eastern Time, on January 19, 2023 (two business days before the DCRD Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of DCRD Units must elect to separate the DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising their redemption rights with respect to the DCRD Public Shares. If DCRD Public Shareholders hold their DCRD Units in an account at a brokerage firm or bank, such DCRD Public Shareholders must notify their broker or bank that they elect to separate the DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants, or if a holder holds DCRD Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, DCRD’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to DCRD in order to validly exercise its redemption rights. DCRD Public Shareholders may elect to exercise their redemption rights with respect to their DCRD Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the DCRD Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a DCRD Public Shareholder properly exercises its redemption rights with respect to all or a portion of the DCRD Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New SPAC will redeem the related Class A common shares in the authorized share capital of New SPAC (“New SPAC Class A Common Shares”) for a per share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the DCRD IPO, including interest earned on the funds held in the trust account and not previously released to DCRD to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.16 per issued and outstanding DCRD Public Share. If a DCRD Public Shareholder exercises its redemption rights in full, then it will not own DCRD


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Public Shares or New SPAC Class A Common Shares following the redemption. The redemption will take place following the Company Amalgamation, and, accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practicable after consummation of the Business Combination. Please see the subsection entitled “Extraordinary General Meeting of DCRD Shareholders —Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your DCRD Public Shares.

DCRD may not consummate the Business Combination unless the Domestication Proposal and the Business Combination Proposal are approved at the DCRD Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding and are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. In the event the Adjournment Proposal is put forth at the DCRD Shareholders’ Meeting, it will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

Approval of the Domestication Proposal, the Business Combination Proposal and the Extension Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (6623%) of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class provided that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal. The Advisory Organizational Documents Proposals and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the DCRD Shareholders’ Meeting (assuming a quorum is present). Accordingly, a DCRD Shareholder’s failure to vote by proxy or to vote online at the DCRD Shareholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the Proposals.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF DCRD ORDINARY SHARES YOU OWN. To ensure your representation at the DCRD Shareholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or over the internet by following the instructions on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the DCRD Shareholders’ Meeting. If you hold your DCRD Ordinary Shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.

The board of directors of DCRD has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the Extension Proposal, and (if put) “FOR” the Adjournment Proposal. Signed and dated proxies received by DCRD without an indication of how the DCRD Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the DCRD Shareholders at the DCRD Shareholders’ Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. DCRD encourages you to read this proxy statement/ prospectus carefully. If you have any questions or need assistance voting your shares, please call DCRD’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, or banks and brokerage firms, please call collect at (203) 658-9400.


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December 30, 2022

 

By Order of the Board of Directors

/s/ Robert Tichio

Robert Tichio

Chief Executive Officer and Director


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TABLE OF CONTENTS

 

     Page  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     iii  

MARKET AND INDUSTRY DATA

     iii  

PRESENTATION OF FINANCIAL INFORMATION

     iv  

SUMMARY TERM SHEET

     1  

QUESTIONS AND ANSWERS ABOUT THE DCRD SHAREHOLDERS’ MEETING AND THE BUSINESS COMBINATION

     6  

SUMMARY OF PROXY STATEMENT/PROSPECTUS

     30  

RISK FACTORS

     57  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     121  

EXTRAORDINARY GENERAL MEETING OF DCRD SHAREHOLDERS

     124  

THE BUSINESS COMBINATION

     132  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS

     189  

MATERIAL CANADIAN TAX CONSIDERATIONS

     203  

THE BUSINESS COMBINATION AGREEMENT AND RELATED AGREEMENTS

     209  

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

     220  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     222  

BUSINESS OF NEWCO BEFORE THE BUSINESS COMBINATION

     238  

BUSINESS OF DCRD AND CERTAIN INFORMATION ABOUT DCRD

     240  

DCRD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     255  

BUSINESS OF HAMMERHEAD AND CERTAIN INFORMATION ABOUT HAMMERHEAD

     260  

HAMMERHEAD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     301  

EXECUTIVE COMPENSATION

     353  

MANAGEMENT OF NEW SPAC AFTER THE BUSINESS COMBINATION

     372  

DESCRIPTION OF NEW SPAC SECURITIES

     386  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     402  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     415  

BENEFICIAL OWNERSHIP OF NEW SPAC SECURITIES

     419  

PRICE RANGE OF SECURITIES

     422  

PROPOSAL NO. 1 — THE DOMESTICATION PROPOSAL

     423  

PROPOSAL NO. 2 — THE BUSINESS COMBINATION PROPOSAL

     424  

PROPOSAL NO. 3 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

     426  

PROPOSAL NO. 4 — THE EXTENSION PROPOSAL

     430  

PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL

     431  

LEGAL MATTERS

     432  

EXPERTS

     432  

HOUSEHOLDING INFORMATION

     432  

TRANSFER AGENT AND REGISTRAR

     432  

FUTURE SHAREHOLDER PROPOSALS

     433  

SUBMISSION OF SHAREHOLDER PROPOSALS

     433  

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

     434  

WHERE YOU CAN FIND MORE INFORMATION

     434  

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

     F-1  

ANNEX A — BUSINESS COMBINATION AGREEMENT

     A-1  

ANNEX B — FORM OF DOMESTICATION ARTICLES AND BYLAWS

     B-1  

ANNEX C — FORM OF NEW SPAC ARTICLES

     C-1  

ANNEX D — FORM OF NEW SPAC CLOSING ARTICLES

     D-1  

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by NewCo, as it may be amended or supplemented from time to time (File No. 333-267830) (the “Registration Statement”), serves as:

 

   

A notice of meeting and proxy statement of DCRD under Section 14(a) of the Exchange Act, for the DCRD Shareholders’ Meeting being held on January 23, 2023, where DCRD Shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein; and

 

   

A prospectus of New SPAC under Section 5 of the Securities Act with respect to the (i) New SPAC Common Shares that DCRD Shareholders and Hammerhead shareholders will receive in the Business Combination; (ii) New SPAC Warrants that DCRD Warrant Holders will receive in the Business Combination and (iii) New SPAC Common Shares that may be issued upon exercise of the New SPAC Warrants.

This information is available without charge to you upon written or oral request. To make this request, you should contact DCRD’s proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902 Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: DCRD.info@investor.morrowsodali.com

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the DCRD Shareholders’ Meeting.

You may also obtain additional information about DCRD from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning NewCo’s and Hammerhead’s industry and business, as well as data regarding market research, estimates, forecasts and projections prepared by NewCo’s and Hammerhead’s management. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which NewCo and Hammerhead operate, and New SPAC will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, NewCo and Hammerhead obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, NewCo and Hammerhead do not expressly refer to the sources from which this data is derived. In that regard, when NewCo and Hammerhead refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that NewCo and Hammerhead paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While NewCo and Hammerhead have compiled, extracted, and reproduced industry data from these sources, NewCo and Hammerhead have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.

 

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TRADEMARKS AND TRADE NAMES

Hammerhead and DCRD own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to create, and does not imply, a relationship with Hammerhead, NewCo or DCRD, or an endorsement or sponsorship by or of Hammerhead, NewCo or DCRD. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Hammerhead, NewCo or DCRD will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PRESENTATION OF FINANCIAL INFORMATION

NewCo was incorporated on September 1, 2022 for the purpose of effectuating the Business Combination described herein. NewCo has no material assets or liabilities and does not operate any businesses. Accordingly, no financial statements of NewCo have been included in this proxy statement/prospectus. This proxy statement/prospectus contains:

 

   

the audited consolidated financial statements of DCRD as of December 31, 2021 and for the period from February 22, 2021 (inception) to December 31, 2021 and the unaudited consolidated financial statements of DCRD as of and for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and for the period from February 22, 2021 (inception) through September 30, 2021; and

 

   

the audited consolidated financial statements of Hammerhead as of and for the fiscal years ended December 31, 2021 and 2020 and the unaudited consolidated financial statements of Hammerhead as of and for the three and nine months ended September 30, 2022 and 2021.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited consolidated financial statements of DCRD and Hammerhead, as applicable, included in this proxy statement/prospectus. Unless otherwise indicated, financial information of DCRD has been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the financial information of Hammerhead has been prepared in accordance with International Financial Reporting Standards (“IFRS”). This proxy statement/prospectus does not include any explanation of the principal differences or any reconciliation between U.S. GAAP and IFRS.

As presented herein, Hammerhead presents its consolidated financial statements in Canadian dollars. DCRD publishes its consolidated financial statements in U.S. dollars. In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars and all references to “C$” and “CAD” mean Canadian dollars.

NON-GAAP FINANCIAL MEASURES

Hammerhead reports certain financial information using meaningful measures commonly used in the oil and natural gas industry that are not defined under IFRS, and are referred to as non-GAAP measures. Hammerhead believes that these measures provide information that is useful to investors in understanding the performance of Hammerhead and facilitate a comparison of Hammerhead’s results from period to period. Non-GAAP financial measures and ratios used in Hammerhead’s financial information include capital expenditures, available funding, operating netback, operating netback per boe, funds from operations, funds from operations per boe, and funds from operations per basic share and diluted share. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS, and should be read in conjunction with the audited

 

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annual consolidated financial statements of Hammerhead. Readers are cautioned that these non-GAAP financial measures and capital management measures are not standardized measures under IFRS, and may not be comparable to similar financial measures disclosed by other entities.

For more information on the non-IFRS financial measures used in this proxy statement/prospectus, please see the section entitled “Hammerhead Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP and Other Specified Financial Measures.”

 

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EXCHANGE RATES

New SPAC’s reporting currency will be the Canadian dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. For NewCo, the Canadian dollar is the functional currency. The functional currency of New SPAC’s subsidiaries will generally be the local currency.

 

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

 

   

“A&R Registration Rights Agreement” are to that certain amended and restated registration rights agreement of DCRD to be entered into concurrently with the Closing, the form of which is attached hereto as Annex F.

 

   

“ABCA” are to the Business Corporations Act (Alberta).

 

   

“Adjournment Proposal” are to, if put to DCRD Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Business Combination Proposal or the Advisory Organizational Documents Proposals. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, nor the Advisory Organizational Documents Proposals will be submitted to the DCRD Shareholders for a vote.

 

   

“Adjusted EBITDA” are to a non-IFRS measure calculated as net profit (loss) before interest and financing expenses, income taxes, depletion, depreciation and amortization, adjusted for certain non-cash, extraordinary and non-recurring items.

 

   

“Advisory Organizational Documents Proposals” are to proposals to approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately as the Authorized Capital Proposal, the Declassification Proposal, the Quorum Proposal and the Other Matters Proposal in accordance with SEC guidance.

 

   

“AECO” are to AECO “C” hub price index for Alberta natural gas.

 

   

“Affiliated Joint Acquisition” are to an acquisition opportunity jointly with DCRD Sponsor, or one or more affiliates.

 

   

“Allowable Capital Loss” are to one-half of any capital loss realized by a Canadian Holder in a taxation year that must be deducted from taxable capital gains realized by the Canadian Holder in that year.

 

   

“AmalCo” are to 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD.

 

   

“AmalCo Common Shares” are to the common shares in the authorized share capital of AmalCo.

 

   

“Amalgamated Company” are to Hammerhead Resources ULC, the unlimited liability corporation formed as a result of the Company Amalgamation.

 

   

“Amalgamations” are to the Company Amalgamation and the SPAC Amalgamation, collectively.

 

   

“Antitrust Division” are to the Antitrust Division of the U.S. Department of Justice.

 

   

“Arrangement” are to an arrangement under section 193 of the ABCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement or made at the directions of the Court in the Interim Order or Final Order with the prior written consent of DCRD and Hammerhead, such consent not to be unreasonably withheld, conditioned or delayed.

 

   

“Arrangement Resolution” are to (i) in the case of Hammerhead, the Special Resolution of the Hammerhead Shareholders in respect of the Arrangement to be considered at the Hammerhead Shareholders Meeting; and (ii) in the case of DCRD, the Special Resolution of the DCRD Shareholders to be considered at the DCRD Shareholders’ Meeting, in each case, including any amendments or

 

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variations thereto made in accordance with the Business Combination Agreement or made at the direction of the Court in the Interim Order, with the consent of Hammerhead and DCRD, each acting reasonably.

 

   

“As-Converted Hammerhead Series II Preferred Shares” are to, at any point of determination, the number of Hammerhead Common Shares (or Hammerhead Class A Common Shares, as applicable) issuable if all holders of Hammerhead Series II Preferred Shares converted such shares in accordance with the Hammerhead Articles.

 

   

“As-Converted Hammerhead Series IX Preferred Shares” are to, at any point of determination, the number of Hammerhead Common Shares (or Hammerhead Class A Common Shares, as applicable) issuable if all holders of Hammerhead Series IX Preferred Shares converted such shares in accordance with the Hammerhead Articles.

 

   

“Authorized Capital Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, a change in the authorized share capital of DCRD from the existing (i) 500,000,000 DCRD Class A Ordinary Shares, (ii) 50,000,000 DCRD Class B Ordinary Shares, and (iii) 5,000,000 preferred shares of a nominal or par value of $0.0001 each, to (i) an unlimited number of New SPAC Class A Common Shares and (ii) First Preferred Shares, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any First Preferred Shares.

 

   

“bbl” are to barrel.

 

   

“bbls/d” are to barrels per day.

 

   

“boe” are to barrels of oil equivalent, as calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one boe. This calculation is an energy content correlation and does not reflect a value or price relationship between the commodities.

 

   

“boe/d” are to barrels of oil equivalent per day.

 

   

“Business Combination” are to the transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and all other agreements entered into in connection therewith.

 

   

“Business Combination Agreement” are to that certain Business Combination Agreement, dated September 25, 2022 by and between DCRD, Hammerhead, NewCo and AmalCo, a copy of which is attached hereto as Annex A.

 

   

“Business Combination Proposal” are to a proposal to approve, by Special Resolution, the Business Combination Agreement and the Business Combination, including the Arrangement Resolution pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) following the Domestication, the SPAC Amalgamation will take place, and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) on the Closing Date, the Company Amalgamation will take place with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC.

 

   

“Canadian Holder” are to a Holder who, at all relevant times, for purposes of the ITA, is or is deemed to be resident in Canada.

 

   

“Cdn$” are to Canadian dollars.

 

   

“CIBC” are to the Canadian Imperial Bank of Commerce.

 

   

“CIBC Capital Markets” are to CIBC World Markets Inc.

 

   

“Closing” are to the closing of the Business Combination.

 

   

“Closing Date” are to the date of Closing.

 

   

“Code” are to the U.S. Internal Revenue Code of 1986, as amended.

 

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“Companies Act” are to the Cayman Islands Companies Act (as amended).

 

   

“Company Amalgamation” are to the amalgamation of Hammerhead and AmalCo.

 

   

“Company Amalgamation Effective Time” are to the effective time of the Company Amalgamation.

 

   

“Competition Act” are to the Competition Act (Canada) and the regulations promulgated thereunder.

 

   

“Court” are to the Alberta Court of King’s Bench.

 

   

“CRA” are to the Canada Revenue Agency.

 

   

“Credit Facility” are to the credit facilities available to Hammerhead pursuant to the then existing credit agreement between Hammerhead and the lenders thereto, as the context may require.

 

   

“Crown” are to His Majesty the King in right of Canada or His Majesty the King in right of the Province of Alberta, as the context may require.

 

   

“Crude oil” are to light crude oil and medium crude oil as defined in NI 51-101.

 

   

“DCRD” are to Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company.

 

   

“DCRD Articles” are to the amended and restated memorandum and articles of association of DCRD, adopted on August 10, 2021, as may be amended and/or restated from time to time.

 

   

“DCRD Board” are to the board of directors of DCRD.

 

   

“DCRD Class A Common Shares” are to, following the Domestication, DCRD’s Class A common shares.

 

   

“DCRD Class A Ordinary Shares” are to DCRD’s Class A ordinary shares, par value $0.0001 per share, which are subject to possible redemption.

 

   

“DCRD Class B Common Shares” are to, following the Domestication, DCRD’s Class B common shares.

 

   

“DCRD Class B Ordinary Shares” are to DCRD’s Class B ordinary shares, par value $0.0001 per share.

 

   

“DCRD Common Shares” are to the DCRD Class A Common Shares and the DCRD Class B Common Shares.

 

   

“DCRD Domesticated Warrants” are to, following the Domestication, the DCRD Private Placement Warrants and the DCRD Public Warrants, collectively.

 

   

“DCRD Founder Shareholders” are to the DCRD Initial Shareholders and, after the Founder Transfer, certain Riverstone Fund V Entities.

 

   

“DCRD Founder Shares” are to the outstanding DCRD Class B Ordinary Shares.

 

   

“DCRD Initial Shareholders” are to DCRD Sponsor and DCRD’s independent directors, each in their capacity as holders of DCRD Founder Shares.

 

   

“DCRD IPO” are to DCRD’s initial public offering of DCRD Units, which closed on August 13, 2021.

 

   

“DCRD management” are to DCRD’s officers and directors.

 

   

“DCRD Ordinary Shares” are to the DCRD Class A Ordinary Shares and the DCRD Class B Ordinary Shares.

 

   

“DCRD Over-allotment Units” are to the DCRD Units purchased by the underwriters pursuant to the over-allotment option in connection with the DCRD IPO.

 

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“DCRD Private Placement Warrants” are to the warrants issued to DCRD Sponsor and certain of DCRD’s independent directors in a private placement simultaneously with the closing of the DCRD IPO.

 

   

“DCRD Public Shareholders” are to the holders of DCRD Public Shares.

 

   

“DCRD Public Shares” are to DCRD Class A Ordinary Shares sold as part of the DCRD Units in the DCRD IPO (whether they were purchased in the DCRD IPO or thereafter in the open market).

 

   

“DCRD Public Warrant Holders” are to holders of DCRD Public Warrants.

 

   

“DCRD Public Warrants” are to the warrants sold as part of the DCRD Units in the DCRD IPO (whether they were purchased in the DCRD IPO or thereafter in the open market).

 

   

“DCRD Securities” are to DCRD Ordinary Shares and DCRD Warrants, collectively.

 

   

“DCRD Shareholder Approval” are to (i) with respect to the approval of the Domestication Proposal, including the Domestication Articles and Bylaws, by Special Resolution provided that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal and (ii) with respect to the approval of the Business Combination Proposal, by Special Resolution.

 

   

“DCRD Shareholders” are to, collectively, the DCRD Initial Shareholders and the DCRD Public Shareholders.

 

   

“DCRD Shareholders’ Meeting” are to the extraordinary general meeting of DCRD Shareholders that is the subject of this proxy statement/prospectus and any adjournments thereof.

 

   

“DCRD Sponsor” are to Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company and an affiliate of Riverstone.

 

   

“DCRD Units” are to the units of DCRD sold in the DCRD IPO, each of which consists of one DCRD Class A Ordinary Share and one-half of one DCRD Public Warrant.

 

   

“DCRD Unitholders” are to the holders of DCRD Units.

 

   

“DCRD Warrant Agreement” are to the Warrant Agreement, dated August 10, 2021, between DCRD and Continental Stock Transfer and Trust Company, as warrant agent.

 

   

“DCRD Warrant Holders” are to the holders of DCRD Warrants.

 

   

“DCRD Warrants” are to the DCRD Private Placement Warrants and the DCRD Public Warrants, collectively.

 

   

“Deadline Date” are to the date by which DCRD must complete a “Business Combination” (as defined in the DCRD Articles), in accordance with the DCRD Articles.

 

   

“Declassification Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, declassification of the board of directors of DCRD with the result being that each director of New SPAC will be elected annually for a term of one year.

 

   

“Designated Stock Exchange” are to any national securities exchange or automated quotation system on which DCRD’s securities are traded, including, but not limited to, The NASDAQ Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market.

 

   

“Domestication” are to the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the

 

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domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including all matters necessary or ancillary in order to effect such transfer by way of continuation and domestication, including the adoption of the Domestication Articles and Bylaws.

 

   

“Domestication Articles and Bylaws” are to the articles and bylaws of DCRD to be adopted in connection with the Domestication, forms of which are attached hereto as Annex B.

 

   

“Domestication Proposal” are to a proposal to approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the Domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws.

 

   

“DPSP” are to a deferred profit sharing plan.

 

   

“DTC” are to The Depository Trust Company.

 

   

“Duff & Phelps” are to Kroll, LLC, operating through its Duff & Phelps Opinions Practice.

 

   

“DWAC” are to an automated system for deposits and withdrawals of securities at DTC.

 

   

“E&P Companies” are to exploration and production companies.

 

   

“EGC” are to emerging growth company, as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

 

   

“Employee Borrowers” are to the four management employees who received loans from Hammerhead in the aggregate principal amount of C$5,793,000 pursuant to amended and restated limited recourse loan, pledge, call option and security agreements dated February 18, 2020.

 

   

“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended.

 

   

“Extension Proposal” are to a proposal to approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles.

 

   

“F Reorganization” are to a reorganization pursuant to Section 368(a)(1)(F) of the Code.

 

   

“Fairness Opinion” are to the written opinion of Duff & Phelps, dated September 25, 2022, delivered to the Special Committee.

 

   

“FHSA” are to a first home savings account.

 

   

“FHSA Amendments” are to Proposed Amendments released on August 9, 2022 to implement tax measures applicable to FHSAs first proposed by the 2022 Federal Budget (Canada).

 

   

“Final Order” are to the final order of the Court pursuant to section 193 of the ABCA, approving the Arrangement, in a form acceptable to DCRD and Hammerhead, as such order may be amended, modified, supplemented or varied by the Court with the consent of DCRD and Hammerhead, such consent not to be unreasonably withheld, conditioned or delayed, at any time prior to the Closing or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, on appeal, provided that any such affirmation or amendment is reasonably acceptable to each of DCRD and Hammerhead.

 

   

“First Preferred Shares” are to the class of shares of New SPAC issuable in series, to be limited in number to an amount equal to not more than 20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any First Preferred Shares.

 

   

“Founder Transfer” are to the transfer of DCRD Founder Shares and DCRD Private Placement Warrants pursuant to the Sponsor Side Letter.

 

   

“G&A” are to general and administrative.

 

   

“GAAP” are to generally accepted accounting principles.

 

   

“GHG” are to greenhouse gases.

 

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“GJ” are to gigajoule.

 

   

“Governmental Authority” are to any U.S. or non-U.S.: (1) nation, state, commonwealth, province, territory, region, county, city, municipality, district, or other jurisdiction of any nature; (2) federal, state, local, municipal, foreign or other government; or (3) governmental, quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory or administrative authority, commission, instrumentality, official, organization, unit, body, or entity and any court, judicial or arbitral body, or other tribunal).

 

   

“Hammerhead 2013 Warrants” are to the 6,000,000 warrants to purchase Hammerhead Common Shares issuable pursuant to that certain warrant indenture dated May 1, 2013 by and between Hammerhead and Olympia Trust Company.

 

   

“Hammerhead 2020 Warrants” are to the (i) 33,721,985 warrants to purchase Hammerhead Common Shares issuable pursuant to the certain warrant certificate dated June 17, 2020 by and between Hammerhead and Riverstone V Investment Management Coöperatief U.A. (formerly, Riverstone V EMEA Holdings Coöperatief U.A.); and (ii) 1,298,296 warrants to purchase Hammerhead Common Shares issuable pursuant to that certain warrant certificate dated December 8, 2020 by and between Hammerhead and HV RA II LLC.

 

   

“Hammerhead” are to Hammerhead Resources Inc., an Alberta corporation.

 

   

“Hammerhead Articles” are to the articles of amalgamation of Hammerhead dated October 1, 2017, as have been and may be amended from time to time.

 

   

“Hammerhead Board” are to the board of directors of Hammerhead.

 

   

“Hammerhead Circular” are to the information circular/proxy statement of Hammerhead in respect of the Hammerhead Shareholders Meeting.

 

   

“Hammerhead Class A Common Shares” are to the Hammerhead Common Shares after the reclassification of such Hammerhead Common Shares as “Hammerhead Class A Common Shares” pursuant to Section 3.2(a) of the Plan of Arrangement.

 

   

“Hammerhead Class B Common Shares” are to the Class B common shares in the authorized share capital of Hammerhead created pursuant to Section 3.2(a) of the Plan of Arrangement.

 

   

“Hammerhead Common Share Exchange Ratio” are to the quotient obtained by (A) dividing (i) $882,092,851.88 minus (a) $130,603,883.57, representing the Hammerhead Series VII Preferred Share Liquidation Preference, (b) $179,631,775.98, representing the Hammerhead Series III Preferred Share Liquidation Preference and (c) $40.00, by (ii) $10.00, representing the Issue Price, and then (B) by further dividing the resulting number of New SPAC Class A Common Shares established in (A) above by (C) the sum of (i) the As-Converted Hammerhead Series II Preferred Shares, (ii) the As-Converted Hammerhead Series IX Preferred Shares, (iii) the number of Hammerhead Common Shares that are issuable upon the exercise of Hammerhead Options that are unexpired, issued and outstanding as of immediately prior to the Company Amalgamation Effective Time minus a number of Hammerhead Common Shares with a fair market value equal to the aggregate exercise price (determined in US dollars with reference to the US dollar to Canadian dollar exchange rate reported by the Bank of Canada on September 23, 2022 of 1.3570) of all Hammerhead Options so exercised, in each case, assuming that the fair market value of one Hammerhead Common Share equals (x) the Hammerhead Common Share Exchange Ratio multiplied by (y) $10.00, (iv) the (1) number of Hammerhead Common Shares that are issuable upon the exercise of Hammerhead RSUs that are unexpired, issued and outstanding as of immediately prior to the Company Amalgamation Effective Time minus a number of Hammerhead Common Shares with a fair market value equal to the aggregate exercise price (determined in US dollars with reference to the US dollar to Canadian dollar exchange rate reported by the Bank of Canada on September 23, 2022 of 1.3570) of all Hammerhead RSUs so exercised, in each case, assuming that the fair market value of one Hammerhead Common Share equals

 

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(x) the Hammerhead Common Share Exchange Ratio multiplied by (y) $10.00; minus (2) 2,010,154 Hammerhead Common Shares, and (v) the number of Hammerhead Class A Common Shares and Hammerhead Class B Common Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time, including, for greater certainty, any Hammerhead Class A Common Shares issued in connection with the Hammerhead Warrant Settlement.

 

   

“Hammerhead Common Shares” are to the common shares in the authorized share capital of Hammerhead.

 

   

“Hammerhead Options” are to all options to purchase Hammerhead Common Shares, whether or not exercisable and whether or not vested, granted under the Hammerhead Share Option Plan.

 

   

“Hammerhead Preferred Shares” are to, collectively, the Hammerhead Series I Preferred Share, the Hammerhead Series II Preferred Shares, the Hammerhead Series III Preferred Shares, the Hammerhead Series IV Preferred Share, the Hammerhead Series VI Preferred Share, the Hammerhead Series VII Preferred Shares, the Hammerhead Series VIII Preferred Shares and the Hammerhead Series IX Preferred Shares.

 

   

“Hammerhead Required Approval” are to approval by not less than two-thirds (6623%) of the votes cast on the Arrangement Resolution by Hammerhead Shareholders, voting as a single class (and, in the case of the Hammerhead Preferred Shares, on an as-converted basis in accordance with the Hammerhead Articles), present in person or represented by proxy at the Hammerhead Shareholders Meeting.

 

   

“Hammerhead RSUs” are to all share awards to purchase Hammerhead Common Shares, whether or not exercisable and whether or not vested, granted under the Hammerhead Share Award Plan.

 

   

“Hammerhead Series I Preferred Share” are to the Series I First Preferred Share in the authorized share capital of Hammerhead.

 

   

“Hammerhead Series II Preferred Shares” are to the Series II First Preferred Shares in the authorized share capital of Hammerhead.

 

   

“Hammerhead Series III Preferred Share Exchange Ratio” are to the quotient obtained by (A) dividing the Hammerhead Series III Preferred Share Liquidation Preference by the Issue Price, and then (B) by further dividing the resulting number of New SPAC Class A Common Shares established in (A) above by the number of Hammerhead Series III Preferred Shares issued and outstanding immediately prior the Company Amalgamation Effective Time.

 

   

“Hammerhead Series III Preferred Share Liquidation Preference” are to $179,631,775.98.

 

   

“Hammerhead Series III Preferred Shares” are to the Series III First Preferred Shares in the authorized share capital of Hammerhead.

 

   

“Hammerhead Series IV Preferred Share” are to the Series IV First Preferred Share in the authorized share capital of Hammerhead.

 

   

“Hammerhead Series VI Preferred Share” are to the Series VI First Preferred Share in the authorized share capital of Hammerhead.

 

   

“Hammerhead Series VII Preferred Share Exchange Ratio” are to the quotient obtained by (A) dividing the Hammerhead Series VII Preferred Share Liquidation Preference by the Issue Price, and then (B) by further dividing the resulting number of New SPAC Class A Common Shares established in (A) above by the number of Hammerhead Series VII Preferred Shares issued and outstanding immediately prior the Company Amalgamation Effective Time.

 

   

“Hammerhead Series VII Preferred Share Liquidation Preference” are to $130,603,883.57.

 

   

“Hammerhead Series VII Preferred Shares” are to the Series VII Preferred Shares in the authorized share capital of Hammerhead.

 

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“Hammerhead Series VIII Preferred Shares” are to the Series VIII Preferred Shares in the authorized share capital of Hammerhead.

 

   

“Hammerhead Series IX Preferred Shares” are to the Series IX First Preferred Shares in the authorized share capital of Hammerhead.

 

   

“Hammerhead Share Award Plan” are to the amended and restated share award plan of Hammerhead effective August 31, 2016 as amended on November 7, 2019, December 31, 2020, March 30, 2022 and May 20, 2022, as such may have been further amended, supplemented or modified from time to time.

 

   

“Hammerhead Share Option Plan” are to the share option plan of Hammerhead effective March 21, 2011 as amended effective January 10, 2017, December 31, 2020, March 30, 2022 and May 30, 2022, as such may have been further amended, supplemented or modified from time to time.

 

   

“Hammerhead Shareholders” are to, collectively, the holders of Hammerhead Shares as of any determination time prior to the Closing.

 

   

“Hammerhead Shareholders Meeting” are to the meeting of Hammerhead Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed or otherwise advisable approve, the Arrangement Resolution.

 

   

“Hammerhead Shareholder Support Agreements” are to the support agreements dated as of September 25, 2022, by and among DCRD, Hammerhead and certain securityholders of Hammerhead, including the Riverstone Parties, the form of which is attached hereto as Annex I.

 

   

“Hammerhead Shares” are to, collectively, the Hammerhead Common Shares and Hammerhead Preferred Shares.

 

   

“Hammerhead Warrant Settlement” are to the exchange of the Hammerhead Warrants for Hammerhead Class A Common Shares or cash, in either case, in accordance with the Plan of Arrangement.

 

   

“Hammerhead Warrants” are to, collectively, the Hammerhead 2013 Warrants and the Hammerhead 2020 Warrants.

 

   

“Holder” are to a person who is a beneficial owner of New SPAC Securities immediately following the Business Combination.

 

   

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

 

   

“IFRS” are to the International Financial Reporting Standards issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook at the relevant time.

 

   

“IFRS 2” are to International Financial Reporting Standard 2 – Share-based Payment.

 

   

“IFRS 3” are to International Financial Reporting Standard 3 – Business Combinations.

 

   

“IFRS IC” are to the International Financial Reporting Standards Interpretation Committee.

 

   

“Initial Business Combination” are to DCRD’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business.

 

   

“Interim Order” are to the interim order of the Court pursuant to section 193 of the ABCA, providing for, among other things, the calling and holding of the Hammerhead Shareholders Meeting, as the same may be amended, modified, supplemented or varied by the Court with the consent of DCRD and Hammerhead, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of DCRD and Hammerhead.

 

   

“Investment Canada Act” are to the Investment Canada Act (Canada) and the regulations made thereunder.

 

   

“IPO Letter Agreement” are to the letter agreement, dated August 10, 2021, by and among DCRD, DCRD management and DCRD Sponsor.

 

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“IRS” are to the U.S. Internal Revenue Service.

 

   

“Issue Price” are to $10.00.

 

   

“ITA” are to the Income Tax Act (Canada) and the regulations made thereunder as amended from time to time.

 

   

“JOBS Act” are to the U.S. Jumpstart Our Business Startups Act of 2012.

 

   

“Letter Agreement Amendment” are to the amendment to the IPO Letter Agreement entered into by and among DCRD, DCRD management and DCRD Sponsor concurrently with the execution and delivery of the Business Combination Agreement.

 

   

“Letter of Credit Facility” are to Hammerhead’s letters of credit in both Canadian and US dollars pursuant to a standby letter of credit facility agreement.

 

   

“Liquidation” are to the voluntary or involuntary liquidation, dissolution or winding-up of New SPAC or any other distribution of its assets among the New SPAC Shareholders for the purpose of winding up its affairs.

 

   

“Listing Rules” are to the exchange listing rules of the NASDAQ.

 

   

“Lock-Up Agreement” are to the lock-up agreement by which certain existing Hammerhead Shareholders, including the Riverstone Parties, will become bound on the Closing Date pursuant to the Business Combination Agreement and as set forth in the Plan of Arrangement.

 

   

“Mcf” are to thousand cubic feet.

 

   

“Mcf/d” are to thousand cubic feet per day.

 

   

“MMbbl” are to million barrels.

 

   

“MMboe” are to million barrels of oil equivalent.

 

   

“mmbtu” are to million British Thermal Units.

 

   

“MMmcf” are to million cubic feet.

 

   

“NASDAQ” are to the NASDAQ Capital Market.

 

   

“Natural” are to conventional natural gas as defined in NI 51-101.

 

   

“New SPAC” are to Hammerhead Energy Inc., the survivor of the SPAC Amalgamation.

 

   

“New SPAC Articles” are to the articles of New SPAC to be adopted at the SPAC Amalgamation Effective Time.

 

   

“New SPAC Board” are to the board of directors of New SPAC following the SPAC Amalgamation.

 

   

“New SPAC Class A Common Shares” are to the Class A common shares in the authorized share capital of New SPAC.

 

   

“New SPAC Class B Common Shares” are to the Class B common shares in the authorized share capital of New SPAC.

 

   

“New SPAC Closing Articles” are to the articles of New SPAC to be adopted at the Company Amalgamation Effective Time, the form of which is attached hereto as Annex D.

 

   

“New SPAC Closing Bylaws” are to the bylaws of NewCo, which, at the SPAC Amalgamation Effective Time, will become the bylaws of New SPAC, a copy of which is attached hereto as Annex J.

 

   

“New SPAC Common Shares” are to, collectively, the New SPAC Class A Common Shares and New SPAC Class B Common Shares.

 

   

“New SPAC Directors” are to the directors of New SPAC following the SPAC Amalgamation.

 

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“New SPAC Options” are to options to acquire New SPAC Class A Common Shares.

 

   

“New SPAC Private Placement Warrants” are to the New SPAC Warrants into which the DCRD Private Placement Warrants will be exchanged pursuant to the SPAC Amalgamation.

 

   

“New SPAC Public Warrant Holders” are to the holders of New SPAC Public Warrants.

 

   

“New SPAC Public Warrants” are to the New SPAC Warrants into which the DCRD Public Warrants will be exchanged pursuant to the SPAC Amalgamation.

 

   

“New SPAC Securities” are to New SPAC Class A Common Shares and New SPAC Warrants, collectively.

 

   

“New SPAC Shareholders” are to (i) prior to the SPAC Amalgamation, the shareholders of NewCo, and (ii) subsequent to the SPAC Amalgamation, the shareholders of New SPAC.

 

   

“New SPAC Units” are to the units of New SPAC representing one New SPAC Class A Common Share and one-half of one New SPAC Warrant.

 

   

“New SPAC Warrant Agreement” are to the Warrant Agreement, dated August 10, 2021, between DCRD and Continental Stock Transfer & Trust Company, as warrant agent, which will be assumed by New SPAC pursuant to the SPAC Amalgamation.

 

   

“New SPAC Warrant Holders” are to the holders of New SPAC Warrants.

 

   

“New SPAC Warrants” are to warrants to acquire one New SPAC Class A Common Share.

 

   

“NewCo” are to Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead.

 

   

“NewCo Articles” are to the articles of NewCo prior to the SPAC Amalgamation.

 

   

“NewCo Board” are to the board of directors of NewCo prior to the SPAC Amalgamation.

 

   

“NI 51-101” are to National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

 

   

“Non-Canadian Holder” are to a Holder who, at all relevant times, for purposes of the ITA (i) is not, and is not deemed to be, resident in Canada, (ii) does not, and is not deemed to, use or hold New SPAC Securities in, or in the course of carrying on, a business carried on in Canada, (iii) does not have a “permanent establishment” or “fixed base” in Canada, (iv) is not a person who carries on an insurance business in Canada and elsewhere, and (v) is not an “authorized foreign bank,” as defined in the ITA.

 

   

“Note” are to that certain promissory note evidencing the loan from DCRD Sponsor to DCRD for an aggregate amount of $300,000 to cover organizational expenses and expenses related to the DCRD IPO.

 

   

“Ordinary Resolution” are to a resolution by a simple majority of the DCRD Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the DCRD Shareholders’ Meeting.

 

   

“Other Matters Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, not including provisions in the New SPAC Closing Articles and the New SPAC Closing Bylaws relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters.

 

   

“Outside Date” are to April 25, 2023.

 

   

“PCAOB” are to the Public Company Accounting Oversight Board.

 

   

“Peters” are to Peters & Co. Limited.

 

   

“Plan of Arrangement” are to the Plan of Arrangement, the form of which is attached hereto as Annex L, subject to any amendments or variations to such plan made in accordance with the Business Combination Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Hammerhead and DCRD, each acting reasonably.

 

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“Proposals” are to the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Extension Proposal and the Adjournment Proposal.

 

   

“Proposed Amendments” are to all specific proposals to amend the ITA that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

 

   

“Quorum Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, a reduction in the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least one-third of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons holding or representing not less than 25% of the shares entitled to be voted at the meeting.

 

   

“RDSP” are to a registered disability savings plan.

 

   

“Redemption Shares” are to the New SPAC Class A Common Shares with respect to which DCRD Public Shareholders have validly exercised the redemption rights in accordance with the DCRD Articles.

 

   

“Registration Statement” are to this registration statement on Form F-4 filed with the SEC by NewCo, as it may be amended or supplemented from time to time, of which this proxy statement/prospectus forms a part.

 

   

“Related Agreements” are to certain additional agreements to be effective or entered into, as applicable, pursuant to the Business Combination Agreement, including the A&R Registration Rights Agreement, the Hammerhead Shareholder Support Agreements, the Lock-Up Agreement, the Sponsor Support Agreement, the IPO Letter Agreement Amendment and the Sponsor Side Letter.

 

   

“Resale Registration Statement” are to the registration statement registering the resale of certain securities held by or issuable to certain existing shareholders of DCRD and Hammerhead, including the Riverstone Parties, to be filed by NewCo pursuant to the A&R Registration Rights Agreement.

 

   

“RESP” are to registered education savings plan.

 

   

“Riverstone” are to Riverstone Investment Group LLC, a Delaware limited liability company, and its affiliates.

 

   

“Riverstone Fund V” are to Riverstone Global Energy and Power Fund V (Cayman), L.P., a Cayman Islands exempted limited partnership.

 

   

“Riverstone Fund V Entities” are to Riverstone Fund V and its direct or indirect wholly-owned subsidiaries.

 

   

“Riverstone Funds” are to a family of private equity funds in the energy and power industry that are managed by Riverstone.

 

   

“Riverstone Holdings” are to Riverstone Holdings LLC, a Delaware limited liability company.

 

   

“Riverstone Parties” are to affiliates of Riverstone Holdings, which are shareholders of Hammerhead and affiliates of DCRD Sponsor.

 

   

“RRIF” are to a registered retirement income fund.

 

   

“RRSP” are to a registered retirement savings plan.

 

   

“RSU Shares” are to the Hammerhead Common Shares issuable pursuant to a Hammerhead RSU in accordance with terms of such Hammerhead RSU.

 

   

“Sarbanes Oxley Act” are to the U.S. Sarbanes Oxley Act of 2002.

 

   

“SEC” are to the U.S. Securities and Exchange Commission.

 

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“Securities Act” are to the U.S. Securities Act of 1933, as amended.

 

   

“SPAC Amalgamation” are to DCRD’s amalgamation with NewCo following the Domestication.

 

   

“SPAC Amalgamation Effective Time” are to the effective time of the SPAC Amalgamation.

 

   

“Special Committee” are to the special committee of the DCRD Board, comprised solely of independent directors James AC McDermott and Jeffrey H. Tepper, established to evaluate the terms of the Business Combination and to recommend to the DCRD Board whether to pursue the Business Combination.

 

   

“Special Resolution” are to a resolution passed by a majority of not less than two-thirds (6623%) of the DCRD Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the DCRD Shareholders’ Meeting (noting that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal).

 

   

“Sponsor Side Letter” are to that certain letter agreement dated as of September 25, 2022, by and among DCRD, DCRD Sponsor, Riverstone Fund V and certain Riverstone Fund V Entities.

 

   

“Sponsor Support Agreement” are to that certain letter agreement dated as of September 25, 2022, by and among DCRD Sponsor, Riverstone Fund V, DCRD, NewCo and Hammerhead, a copy of which is attached hereto as Annex E.

 

   

“Sub-Proposals” are to the Authorized Capital Proposal, the Declassification Proposal, the Quorum Proposal and the Other Matters Proposal.

 

   

“Subject Securities” are to, collectively, the Hammerhead Shares and other voting securities of Hammerhead.

 

   

“Taxable Capital Gain” are to one-half of any capital gain realized by a Canadian Holder in a taxation year that must be included in the Canadian Holder’s income for the year.

 

   

“TCP Conditions” are to the conditions stating that (i) (a) the Non-Canadian Holder, (b) persons with whom the Non-Canadian Holder did not deal at arm’s length, (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, or (d) any combination of the persons and partnerships described in (a) through (c), owned 25% or more of the issued shares of any class or series of the capital stock of New SPAC, and (ii) more than 50% of the fair market value of the New SPAC Class A Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the ITA), “timber resource properties” (as defined in the ITA), and options in respect of, or interests in or for civil law rights in, any such properties whether or not the properties exist.

 

   

“TFSA” are to a tax-free savings account.

 

   

“Transactions” are to the Domestication, the Arrangement, and the other transactions contemplated by the Business Combination Agreement and the Transaction Documents as defined in the Business Combination Agreement.

 

   

“Transfer Agent” are to Continental Stock Transfer & Trust Company, as transfer agent of DCRD.

 

   

“Trust Account” are to the trust account that holds proceeds (including interest not previously released to DCRD to fund regulatory withdrawals or to pay its taxes, and approximately $11,068,750 of deferred underwriting fees) from the DCRD IPO and the concurrent private placement of the DCRD Private Placement Warrants, established by DCRD for the benefit of the DCRD Public Shareholders maintained at J.P. Morgan Chase Bank, N.A.

 

   

“TSX” are to the Toronto Stock Exchange.

 

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“U.S. Holder” are to a beneficial owner of DCRD Securities or New SPAC Securities that, for U.S. federal income tax purposes, is an individual who is a citizen or resident of the United States; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; an estate the income of which is subject to U.S. federal income tax regardless of its source; or a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable Treasury Regulations to be treated as a United States person.

 

   

“WTI” are to West Texas Intermediate.

 

   

“2015 Credit Agreement” are to the credit facility agreement entered into on December 18, 2015 between Hammerhead and a syndicate of banks, which replaced Hammerhead’s then-existing non-syndicated credit facility.

 

   

“2017 Credit Agreement” are to the 2015 Credit Agreement as amended and restated on July 10, 2017.

 

   

“2020 Credit Agreement” are to the 2017 Credit Agreement as amended and restated on June 19, 2020.

 

   

“2021 Credit Agreement” are to the 2020 Credit Agreement as amended and restated on May 31, 2021.

 

   

“2022 Credit Agreement” are to the 2021 Credit Agreement as amended and restated on June 9, 2022.

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus assume the following:

 

   

no DCRD Public Shareholders elect to have their New SPAC Class A Common Shares redeemed;

 

   

at Closing, 92,577,067 New SPAC Common Shares are issued to the Hammerhead Shareholders (including 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer);

 

   

none of the DCRD Initial Shareholders or Hammerhead Shareholders purchase any DCRD Class A Ordinary Shares in the open market;

 

   

DCRD Sponsor has not made any working capital loans to DCRD; and

 

   

that there are no other issuances of equity interests of DCRD or Hammerhead prior to or in connection with the Closing.

Further, unless otherwise specified, the share counts, and other information set forth in this proxy statement/prospectus, do not take into account the (i) DCRD Warrants currently outstanding or (ii) the New SPAC Options and New SPAC Warrants which will remain outstanding following the Business Combination and may be exercised at a later date.

Pursuant to the DCRD Articles, DCRD Public Shareholders may request that New SPAC redeem all or a portion of their New SPAC Class A Common Shares for cash if the Business Combination is consummated. Any such redemptions related to the Business Combination will take place following the Company Amalgamation; accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practical after the Company Amalgamation Effective Time. Certain sections in this proxy statement/prospectus refer to a no redemptions scenario, illustrative redemptions scenario and maximum redemptions scenario. Unless otherwise specified, (i) the no redemptions scenario assumes for illustrative purposes that no New SPAC Class A Common Shares are redeemed, (ii) the illustrative redemptions scenario assumes for illustrative purposes that 15,812,500 New SPAC Class A Common Shares are redeemed, resulting in an aggregate payment of approximately $160.7 million from the Trust Account, and (iii) the maximum redemptions scenario assumes for illustrative purposes that 31,625,000 New SPAC Class A Common Shares are redeemed, resulting in an aggregate payment of approximately $321.3 million from the Trust Account. For more information, see the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information.”

 

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the DCRD Shareholders’ Meeting and the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters summarized below.

 

   

DCRD is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving DCRD and one or more target businesses. For more information about DCRD, see the section entitled “Business of DCRD and Certain Information About DCRD.”

 

   

There are currently 31,625,000 DCRD Class A Ordinary Shares and 7,906,250 DCRD Class B Ordinary Shares issued and outstanding. In addition, there are currently 28,550,000 DCRD Warrants outstanding, consisting of 15,812,500 DCRD Public Warrants and 12,737,500 DCRD Private Placement Warrants. Each whole warrant entitles the holder to purchase one whole DCRD Class A Ordinary Share for $11.50 per share. The DCRD Warrants will become exercisable 30 days after the Closing and will expire five years after the Closing or earlier upon redemption or liquidation. At the SPAC Amalgamation Effective Time, each DCRD Warrant issued and outstanding immediately prior to the SPAC Amalgamation Effective Time will be exchanged for a New SPAC Warrant. Once the New SPAC Warrants become exercisable, New SPAC may redeem New SPAC Warrants in certain circumstances. Further, in connection with the listing of the New SPAC Warrants on the TSX, in accordance with the TSX’s listing requirements in respect of warrants, New SPAC expects to provide certain undertakings to the TSX to the effect that New SPAC will not exercise certain of its rights under the New SPAC Warrant Agreement, including, notably, (i) changing the exercise price of the New SPAC Warrants and (ii) amending the expiry date of the New SPAC Warrants. See the section entitled “Description of New SPAC Securities—New SPAC Warrants.”

 

   

Hammerhead is an oil and natural gas exploration, development and production company. Hammerhead’s reserves, producing properties and exploration prospects are located in the Province of Alberta in the Deep Basin of West Central Alberta where it is developing multi-zone, liquids-rich oil and gas plays. Please see the section entitled “Business of Hammerhead and Certain Information About Hammerhead for more information.

 

   

DCRD, Hammerhead, NewCo and AmalCo entered into the Business Combination Agreement on September 25, 2022. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

 

   

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected as follows: (i) DCRD will transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Companies Act and domesticate as an Alberta corporation in accordance with the ABCA, (ii) following the Domestication, DCRD will amalgamate with NewCo, with NewCo surviving the SPAC Amalgamation as New SPAC and (iii) on the Closing Date, Hammerhead will amalgamate with AmalCo, with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC.

 

   

In connection with the Business Combination Agreement, DCRD entered into the following agreements:

 

   

Sponsor Support Agreement: DCRD entered into the Sponsor Support Agreement on September 25, 2022 with DCRD Sponsor, Riverstone Fund V, NewCo and Hammerhead, pursuant to which, among other things, DCRD Sponsor and Riverstone Fund V each agreed to (and agreed to cause its controlled affiliates to) (i) waive the anti-dilution rights set forth in the DCRD Articles with respect to the DCRD Founder Shares held by it, (ii) vote all DCRD Class A Ordinary Shares

 

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and DCRD Founder Shares held by it in favor of the adoption and approval of the Business Combination and each other proposal related to the Business Combination included on the agenda for the DCRD Shareholders’ Meeting, except that DCRD Sponsor and Riverstone Fund V will not vote any DCRD Class A Ordinary Shares purchased by DCRD Sponsor and Riverstone Fund V after DCRD publicly announced DCRD’s intention to engage in the Business Combination for or against any of the Proposals, (iii) not redeem any DCRD Founder Shares in connection with the DCRD Shareholders’ Meeting, (iv) not transfer the DCRD Founder Shares, DCRD Class B Common Shares or New SPAC Class B Common Shares (or New SPAC Class A Common Shares issuable upon conversion of New SPAC Class B Common Shares in connection with the Business Combination) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of the New SPAC Class A Common Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which New SPAC completes a liquidation, amalgamation, share exchange or other similar transaction that results in all of New SPAC Shareholders having the right to exchange their shares for cash, securities or other property and (v) not transfer any DCRD Private Placement Warrants, any New SPAC Private Placement Warrants or New SPAC Warrants (or New SPAC Class A Common Shares issued or issuable upon exercise of the New SPAC Warrants) until 30 days after the Closing. For more information about the Sponsor Support Agreement, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

   

Hammerhead Shareholder Support Agreements: DCRD and certain securityholders of Hammerhead, including the Riverstone Parties, entered into the Hammerhead Shareholder Support Agreements, pursuant to which, among other things, such securityholders agreed to vote (or cause to be voted) all of their Subject Securities for and in favor of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement. Additionally, such securityholders have agreed, among other things, not to, prior to the Closing, (a) transfer any of their Subject Securities (or enter into any agreement, arrangement or understanding in connection therewith other than pursuant to the Plan of Arrangement), subject to certain customary exceptions, or (b) enter into any voting arrangement that is inconsistent with the Hammerhead Shareholder Support Agreements. For more information about the Hammerhead Shareholder Support Agreements, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

   

Lock-Up Agreements: On the Closing Date, pursuant to the Business Combination Agreement and as set forth in the Plan of Arrangement, certain existing shareholders of Hammerhead, including the Riverstone Parties, will become bound by a Lock-Up Agreement with New SPAC pursuant to which they will agree, subject to certain customary exceptions, not to (i) effect any sale of, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any securities of New SPAC, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of New SPAC, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii) until the earlier of (a) six months after the Closing or (b) the date that the last sale price of the New SPAC Class A Common Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period. For more information about the Lock-Up Agreements, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

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Sponsor Side Letter: In connection with the execution of the Business Combination Agreement, on September 25, 2022, DCRD Sponsor entered into the Sponsor Side Letter with DCRD, Riverstone Fund V and certain Riverstone Fund V Entities. Pursuant to the Sponsor Side Letter, the DCRD Initial Shareholders have agreed to transfer 55% of the DCRD Founder Shares and 100% of the DCRD Private Placement Warrants held by them to certain Riverstone Fund V Entities prior to Closing. Upon the Founder Transfer, such Riverstone Fund V Entities have agreed to be bound by the restrictions on transfer applicable to the DCRD Founder Shares and DCRD Private Placement Warrants in the letter agreement, dated August 10, 2021, by and among DCRD, DCRD management and DCRD Sponsor (the “IPO Letter Agreement”) and the terms of the Sponsor Support Agreement. Accordingly, such Riverstone Fund V Entities are required to vote all of the DCRD Founder Shares held by them in favor of the Business Combination Proposal.

 

   

Concurrently with the Closing, DCRD will enter into the A&R Registration Rights Agreement, pursuant to which New SPAC will agree that, within 15 business days after the Closing, New SPAC will file with the SEC (at New SPAC’s sole cost and expense) the Resale Registration Statement, and New SPAC will use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing thereof. In certain circumstances, the holders can demand New SPAC’s assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights. For more information about the A&R Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

   

Concurrently with the Company Amalgamation, pursuant to the terms of the Business Combination Agreement and the Plan of Arrangement, the New SPAC Closing Articles will become the articles of New SPAC. Concurrently with the SPAC Amalgamation Effective Time, pursuant to the terms of the Business Combination Agreement and the Plan of Arrangement, the bylaws of NewCo will become the New SPAC Closing Bylaws. For more information about the New SPAC Closing Articles and the New SPAC Closing Bylaws, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

   

The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, the approval by DCRD Shareholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination—Conditions to Closing of the Business Combination.”

 

   

The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Company Amalgamation Effective Time in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination Agreement and Related Agreements—Termination.

 

   

The Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

 

   

Under the DCRD Articles, holders of DCRD Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the DCRD Articles. As of September 30, 2022, this would have amounted to approximately $10.16 per share. If a DCRD Public Shareholder exercises its redemption rights, New SPAC will redeem the related New SPAC Class A Common Shares for cash, and such DCRD Public Shareholder will no longer own New SPAC Class A Common Shares and will not participate in New SPAC’s future growth, if any. Any such redemptions related to the Business Combination will take place following the Company Amalgamation; accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practicable after consummation of the Business Combination. Such a holder

 

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will be entitled to receive cash for its New SPAC Class A Common Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. For more information regarding these procedures, see the subsection entitled “Extraordinary General Meeting of DCRD Shareholders—Redemption Rights.”

 

   

It is anticipated that, upon the Closing, the ownership of New SPAC Common Shares will be as follows (totals may not add to 100.0% due to rounding):

 

     Assuming No
Redemptions
     %     Assuming
Illustrative
Redemptions
     %     Assuming
Maximum
Redemptions
     %  

Shares held by current Hammerhead Shareholders (other than the Riverstone Parties)

     17,807,460        13.9     17,807,460        15.9     17,807,460        18.5

Shares held by current DCRD Public Shareholders

     31,625,000        24.8     15,812,500        14.1     —          —  

Shares held by DCRD Initial Shareholders(1)

     3,557,812        2.8     3,557,812        3.2     3,557,812        3.7

Shares held by the Riverstone Parties (including the Riverstone Fund V Entities)(2)

     74,769,607        58.5     74,769,607        66.8     74,769,607        77.8
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total New SPAC Common Shares

     127,759,879        100.0 %      111,947,379        100.0 %      96,134,879        100.0 % 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

Shares held by DCRD Sponsor, DCRD management, and certain members of the DCRD Board after the Founder Transfer. Excludes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

(2)

Includes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

Please see the subsections entitled “Summary of the Proxy Statement/Prospectus—Ownership of New SPAC After the Closing,” and “The Business Combination—Total New SPAC Shares to Be Issued in the Business Combination” and the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

 

   

The DCRD Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination, including the recommendation of the Special Committee. For more information about the DCRD Board’s decision-making process, see the subsection entitled “The Business Combination— DCRD Board and Special Committee’s Reasons for Approving the Business Combination.” When you consider the unanimous recommendation of the DCRD Board, you should keep in mind that, aside from their interests as shareholders, DCRD Sponsor and certain members of DCRD management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination—Interests of Certain Persons in the Business Combination.”

 

   

In addition to voting on the proposal to adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, at the DCRD Shareholders’ Meeting, the DCRD Shareholders will also be asked to consider and vote on the approval of:

 

   

a proposal to approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the Domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws;

 

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a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately as the Authorized Capital Proposal, the Declassification Proposal, the Quorum Proposal and the Other Matters Proposal in accordance with SEC guidance. The full text of the New SPAC Closing Articles and the New SPAC Closing Bylaws are attached to this proxy statement/prospectus as Annex D and Annex J, respectively;

 

   

a proposal to approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles; and

 

   

if put to DCRD Shareholders for a vote, a proposal to approve by Ordinary Resolution the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing Proposals. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

For more information, see the sections entitled “Proposal No. 1—The Domestication Proposal,” “Proposal No. 2—The Business Combination Proposal,” “Proposal No. 3—The Advisory Organizational Documents Proposals,” “Proposal No. 4—The Extension Proposal” and “Proposal No. 5—The Adjournment Proposal.”

 

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QUESTIONS AND ANSWERS ABOUT THE DCRD SHAREHOLDERS’ MEETING AND THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the DCRD Shareholders’ Meeting, as well as the proposed Business Combination. The following questions and answers do not include all of the information that is important to DCRD Shareholders. DCRD urges DCRD Shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

DCRD Shareholders are being asked to consider and vote upon the Proposals, including to approve the transactions contemplated by the Business Combination Agreement, including the SPAC Amalgamation and the Company Amalgamation.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the DCRD Shareholders’ Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

 

Q:

What is being voted on at the DCRD Shareholders’ Meeting?

 

A:

DCRD Shareholders will vote on the following Proposals at the DCRD Shareholders’ Meeting:

 

   

The Domestication Proposal—To approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws (the “Domestication Proposal” or “Proposal No. 1”);

 

   

The Business Combination Proposal—To approve, by Special Resolution, the Business Combination Agreement, dated September 25, 2022 and the Business Combination, including the Arrangement Resolution pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) following the Domestication, the SPAC Amalgamation will take place, and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) on the Closing Date, the Company Amalgamation will take place and the Amalgamated Company will become a wholly owned subsidiary of New SPAC (the “Business Combination Proposal” or “Proposal No. 2”);

 

   

Advisory Organizational Documents Proposals—To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately in accordance with SEC guidance (the “Advisory Organizational Documents Proposals” or “Proposal No. 3”). Proposal No. 3 is separated into sub-proposals submitted to DCRD Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights as described in the following paragraphs (a)–(d):

 

  (a)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would change the authorized share capital from the existing (i) 500,000,000 DCRD Class A Ordinary Shares, (ii) 50,000,000 DCRD Class B Ordinary Shares, and (iii) 5,000,000 preferred shares of a nominal or par value of $0.0001 each, to (i) an unlimited number of New SPAC Class A Common Shares and (ii) First Preferred Shares, issuable in series, limited in number to an amount equal to not more than

 

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  20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any First Preferred Shares (the “Authorized Capital Proposal” or “Proposal No. 3A”);

 

  (b)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would declassify the board of directors with the result being that each director will be elected annually for a term of one year (the “Declassification Proposal” or “Proposal No. 3B”);

 

  (c)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least one-third of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons holding or representing not less than 25% of the shares entitled to be voted at the meeting (the “Quorum Proposal” or “Proposal No. 3C”); and

 

  (d)

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would not include provisions relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters (the “Other Matters Proposal” or “Proposal No. 3D” and, together with the Authorized Capital Proposal, the Declassification Proposal and the Quorum Proposal, the “Sub-Proposals”);

 

   

The Extension Proposal—To approve, by Special Resolution, an extension of Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles (the “Extension Proposal” or “Proposal No. 4”); and

 

   

The Adjournment Proposal—If put to DCRD Shareholders for a vote, to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal” or “Proposal No. 5” and, together with the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals and the Extension Proposal, the “Proposals”). If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

 

Q:

Are the Proposals conditioned on one another?

 

A:

DCRD may not consummate the Business Combination unless the Domestication Proposal and the Business Combination Proposal are approved at the DCRD Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding and are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Extension Proposal is conditioned on the approval of the Domestication Proposal and the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

 

Q:

What will happen in the Business Combination?

 

A:

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, the Business Combination will be effected as follows: (i) DCRD will transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and domesticate as an Alberta corporation in accordance with the ABCA, (ii) DCRD will amalgamate with NewCo, with NewCo surviving as New SPAC in accordance with the terms of the Plan of Arrangement and (iii) Hammerhead will amalgamate with AmalCo, with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement.

 

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The Domestication and the SPAC Amalgamation will occur at least one business day prior to, and independent of, the Company Amalgamation and the Closing.

Following the Business Combination, New SPAC will be a public company and is expected to be listed on the NASDAQ and the TSX. NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on the NASDAQ and the TSX. Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing applications. Any such listing of the New SPAC Common Shares and New SPAC Warrants will be conditional upon New SPAC fulfilling all of the listing requirements and conditions of the TSX and the NASDAQ, respectively. For more information about the Business Combination Agreement and the Business Combination, please see the section entitled “The Business Combination.”

 

Q:

How were the transaction structure and consideration for the Business Combination determined?

Following the closing of the DCRD IPO, DCRD representatives commenced a robust search for businesses or assets to acquire for the purpose of consummating an Initial Business Combination. In June 2022, DCRD management identified Hammerhead as a potential target company for a business combination with DCRD. The Riverstone Parties are shareholders of, and together own a controlling interest in, Hammerhead and are also affiliates of DCRD Sponsor, and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. Accordingly, Riverstone was familiar with Hammerhead’s management team, asset base, business and financial condition. DCRD was subject to a nondisclosure agreement, dated as of July 11, 2022 (the “NDA”), with respect to Hammerhead. Please see the subsection entitled “The Business Combination—Background of the Business Combination” for additional information.

 

Q:

Why is DCRD proposing the Business Combination?

 

A:

DCRD was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving DCRD and one or more businesses or entities.

On August 13, 2021, DCRD completed the DCRD IPO of 31,625,000 DCRD Units, including the DCRD Over-Allotment Units, with each DCRD Unit consisting of one DCRD Class A Ordinary Share and one-half of one DCRD Public Warrant, generating gross proceeds to DCRD of $316,250,000. Each whole DCRD Public Warrant entitles the holder thereof to purchase one DCRD Class A Ordinary Share at a price of $11.50 per share. The underwriters were granted a 45-day option from the date of the final prospectus relating to the DCRD IPO to purchase up to 4,125,000 additional DCRD Units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on August 11, 2021. Since the DCRD IPO, DCRD’s activity has been limited to the search for a prospective Initial Business Combination.

The DCRD Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the evaluation and recommendation of the Special Committee as well as the DCRD Board’s review of the results of the due diligence conducted by DCRD management and DCRD’s advisors. As a result, the DCRD Board concluded that a transaction with Hammerhead would present the most attractive opportunity to maximize value for DCRD Shareholders. Please see the subsection entitled “The Business Combination—The DCRD Board’s Reasons for the Approval of the Business Combination.”

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are several closing conditions in the Business Combination Agreement, including the approval by DCRD Shareholders of the Business Combination Proposal. For a summary of the conditions that must be

 

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  satisfied or waived prior to completion of the Business Combination, please see the subsection entitled “The Business Combination—Conditions to Closing of the Business Combination.

 

Q:

How will New SPAC be managed and governed following the Business Combination?

Upon consummation of the Business Combination, New SPAC will be governed by the New SPAC Closing Articles and the New SPAC Closing Bylaws, which will be substantially in the form set forth in Annex D and Annex J to this proxy statement/prospectus, respectively. The New SPAC Board will be responsible for guiding New SPAC’s business and affairs and overseeing management. New SPAC’s management team will be derived from Hammerhead’s existing employees and members of management, who will be responsible for the execution of the combined business’s strategy. Please see the section entitled “Management of New SPAC After the Business Combination” for more information.

 

Q:

What will be the equity stakes of the Hammerhead Shareholders, DCRD Public Shareholders, DCRD Founder Shareholders and the Riverstone Parties in New SPAC upon completion of the Business Combination?

 

A:

DCRD, NewCo and Hammerhead anticipate that, upon the Closing, the ownership of New SPAC Common Shares will be as follows (totals may not add to 100.0% due to rounding):

 

     Assuming No
Redemptions
     %     Assuming
Illustrative
Redemptions
     %     Assuming
Maximum
Redemptions
     %  

Shares held by current Hammerhead Shareholders (other than the Riverstone Parties)

     17,807,460        13.9     17,807,460        15.9     17,807,460        18.5

Shares held by current DCRD Public Shareholders

     31,625,000        24.8     15,812,500        14.1     —          —  

Shares held by DCRD Initial Shareholders(1)

     3,557,812        2.8     3,557,812        3.2     3,557,812        3.7

Shares held by the Riverstone Parties (including the Riverstone Fund V Entities)(2)

     74,769,607        58.5     74,769,607        66.8     74,769,607        77.8
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total New SPAC Common Shares

     127,759,879        100.0 %      111,947,379        100.0 %      96,134,879        100.0 % 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

Shares held by DCRD Sponsor, DCRD management, and certain members of the DCRD Board after the Founder Transfer. Excludes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

(2)

Includes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

 

Q:

Why is DCRD proposing the Advisory Organizational Documents Proposals?

 

A:

As required by applicable SEC guidance, DCRD is requesting that the DCRD Shareholders consider and vote upon, on a non-binding advisory basis, proposals to approve the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights. These non-binding advisory votes are not otherwise required by either Cayman Islands or Alberta law and are separate and apart from the Business Combination Proposal, but consistent with SEC guidance, DCRD is submitting these proposals to its shareholders separately as the Sub-Proposals for approval. Please see the section entitled “Comparison of Corporate Governance and Shareholder Rights elsewhere in this proxy statement/prospectus for additional information. However, the DCRD Shareholder votes regarding these Proposals are advisory votes and are not binding on the DCRD Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals.

 

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The full text of the New SPAC Closing Articles and the New SPAC Closing Bylaws are attached to this proxy statement/prospectus as Annex D and Annex J, respectively. Please see the section entitled “Proposal No. 3—the Advisory Organizational Documents Proposals” for additional information.

 

Q:

Did the DCRD Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

Yes. The Special Committee received the Fairness Opinion from Duff & Phelps as to the fairness, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor, including the applicable affiliates and affiliated persons of DCRD Sponsor and Riverstone, as of the date of such opinion, of the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to the holders of capital stock of Hammerhead, in the aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement (without giving effect to any impact of the Business Combination or any part thereof on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead), which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described under the subsection “The Business Combination—Opinion of Financial Advisor to the Special Committee.”

 

Q:

What are some of the positive and negative factors that the DCRD Board and the Special Committee considered when determining to enter into the Business Combination Agreement and their rationale for approving the Business Combination?

 

A:

The DCRD Board and the Special Committee considered a number of factors pertaining to the Business Combination as generally supporting their respective decisions to enter into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

 

   

Management Team. Hammerhead’s management team possesses deep knowledge of the industry, have a proven track record in developing Hammerhead’s asset base and are well suited to realize the investment potential from the Business Combination.

 

   

Asset Quality. Hammerhead has over 100,000 net acres in the light oil window of the Montney (Alberta, Canada), an area considered to be among the most economic plays for oil and gas development in North America, with individual well returns exceeding 100% IRR at current prices as of September 2022.

 

   

Growth Trajectory and Free Cash Flow. Hammerhead is ten years into the process of proving up and developing its asset base, and expects to continue to grow production meaningfully over the next two years given its highly economic inventory position. The Hammerhead Projections and the Risk-Adjusted Projections provide that Hammerhead’s Levered Free Cash Flow (defined as EBITDA less Cash Interest Expense, Cash Taxes, Capital Expenditures and Lease Expenses, and Changes in Net Working Capital) will be C$328 million and C$267 million, respectively, by 2024 at current commodity prices as of September 2022. Please see “The Business Combination—Unaudited Prospective Financial and Operating Information” for more information.

 

   

Decarbonization Initiatives. Integral to Hammerhead’s capital budget is a “greening of fossil fuels” campaign that is designed to dramatically reduce the carbon footprint of Hammerhead’s asset base. Hammerhead has a goal to achieve net zero by 2030 through various decarbonization initiatives, the most material of which is deployment of carbon capture and sequestration.

 

   

Valuation. The DCRD Board and the Special Committee concluded that the aggregate consideration payable under the Business Combination Agreement reflects an attractive valuation relative to publicly listed companies with certain characteristics comparable to Hammerhead such as similar industry, end

 

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markets and growth profiles. Taken together with Hammerhead’s strong performance, projected revenue growth rate, and projected profitability, the Special Committee determined that the Business Combination presented a compelling acquisition opportunity for DCRD and the DCRD Shareholders. In evaluating the financial aspects of the Business Combination, the Special Committee reviewed a number of materials, including the Business Combination Agreement, historical financial results of the businesses, the Pricing Adjusted Projections and the Reserve Report Projections.

 

   

Opinion of the Special Committee’s Financial Advisor. The Special Committee considered the financial analyses of Duff & Phelps, as reviewed and discussed with the Special Committee, as well as the opinion of Duff & Phelps to the effect that, as of September 25, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in Duff & Phelps’ written opinion, the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to holders of capital stock of Hammerhead, in aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement was fair, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor including the applicable affiliates and affiliated entities of DCRD Sponsor and Riverstone (without giving effect to any impact of the Business Combination on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead).

 

   

Due Diligence. DCRD and the Special Committee, with assistance from its advisors, conducted a due diligence review of Hammerhead and its business, including review of relevant documentation and discussions with the management team and the Special Committee’s and DCRD’s financial, legal and other advisors. Through DCRD’s and the Special Committee’s due diligence investigation, the Special Committee and DCRD’s management had knowledge of, and were familiar with, Hammerhead’s businesses and financial condition, including its historical financial results, financial plan, outstanding indebtedness and growth prospects. As part of its evaluation of Hammerhead, the Special Committee and DCRD’s management also considered the financial profiles of certain publicly traded companies in the same and adjacent sectors.

 

   

Other Alternatives. Having thoroughly reviewed the other potential business combination opportunities available to us, the Special Committee determined that the Business Combination presented the most attractive business combination opportunity based on the process it utilized to evaluate such other potential business combination opportunities and the belief that such process has not yielded more attractive alternatives, taking into account the potential risks, rewards and uncertainties associated with potential alternatives.

 

   

Negotiated Transaction. The financial and other terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligations and the termination provisions, were the product of arm’s length negotiations among the Special Committee, DCRD, and Hammerhead, and the DCRD Board believes that such terms are reasonable and fair to DCRD Shareholders.

The DCRD Board and the Special Committee viewed their respective decisions as being based on all of the information available and the factors presented to and considered by each of them. In addition, individual directors and Special Committee members may have given different weight to different factors. This explanation of DCRD’s reasons for the Business Combination and certain other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” of this proxy statement/prospectus.

 

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The DCRD Board and the Special Committee also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

 

   

Benefits Not Achieved. The risk that the potential benefits of the Business Combination or anticipated performance of Hammerhead may not be fully achieved, or may not be achieved within the expected timeframe and that the results of operations of New SPAC’s business may differ materially from the projections prepared by Hammerhead and reviewed by the Special Committee.

 

   

Liquidation of DCRD. The risks and costs to DCRD if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in DCRD being unable to effect a business combination within the required timeframe and force DCRD to liquidate and the DCRD Warrants to expire worthless.

 

   

Shareholder Vote. The risk that DCRD Shareholders or Hammerhead Shareholders may fail to approve the Business Combination.

 

   

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the parties’ control.

 

   

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

 

   

Fees and Expenses. The fees and expenses associated with completing the Business Combination.

 

   

Other Risks. The various other risks associated with the Business Combination, DCRD’s business and the businesses of Hammerhead described under “Risk Factors”.

 

   

Interests of Certain Persons. The interests of certain of DCRD officers and directors in the Business Combination are in addition to, and may be different from, the interests of DCRD Shareholders. The Special Committee was aware of these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Special Committee and the DCRD Board, the Business Combination Agreement and the Business Combination.

The Special Committee and the DCRD Board concluded that the potential benefits that they expected DCRD and DCRD Shareholders to achieve as a result of the Business Combination outweighed the potential negative factors associated with the Business Combination. Accordingly, the Special Committee and the DCRD Board unanimously determined that the Business Combination Agreement and the Business Combination were advisable, fair to, and in the best interests of, DCRD and DCRD Shareholders.

For more information about the DCRD Board’s decision-making process, see the subsection entitled “The Business Combination – DCRD Board and Special Committee’s Reasons for Approving the Business Combination.”

 

Q:

What happens if I sell my DCRD Class A Ordinary Shares before the DCRD Shareholders’ Meeting?

 

A:

The record date for the DCRD Shareholders’ Meeting is earlier than the date of the DCRD Shareholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your DCRD Class A Ordinary Shares after the record date, but before the DCRD Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the DCRD Shareholders’ Meeting. However, you will not be able to seek redemption of your New SPAC Class A Common Shares that you receive in exchange for your DCRD Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your DCRD Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the DCRD Shareholders’ Meeting or seek redemption of your New SPAC Class A Common Shares that you receive in exchange for your DCRD Class A Ordinary Shares.

 

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Q:

How has the announcement of the Business Combination affected the trading price of DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants?

 

A:

On September 23, 2022, the last trading date before the public announcement of the Business Combination, DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants closed at $10.11, $10.03 and $0.1899, respectively. On December 27, 2022, the trading date that is three business days prior to the date of this proxy statement/prospectus, DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants closed at $10.48, $10.20 and $0.58, respectively.

 

Q:

Following the Business Combination, will DCRD’s securities continue to trade on a stock exchange?

 

A:

No. DCRD, Hammerhead and NewCo anticipate that, following consummation of the Business Combination, the DCRD Class A Ordinary Shares (or, following the Domestication, the DCRD Class A Common Shares), DCRD Units and DCRD Public Warrants will be delisted from the NASDAQ, and DCRD will be deregistered under the Exchange Act. Each DCRD Class A Ordinary Share (or, following the Domestication, each DCRD Class A Common Share) will be exchanged for one New SPAC Common Share and each DCRD Warrant will automatically be exchanged for one New SPAC Warrant.

NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on the NASDAQ and the TSX. Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing applications. Any such listing of the New SPAC Common Shares and New SPAC Warrants will be conditional upon New SPAC fulfilling all of the listing requirements and conditions of the TSX and the NASDAQ, respectively. It is anticipated that upon the Closing, the New SPAC Class A Common Shares and New SPAC Warrants will be listed on the NASDAQ under the ticker symbols “HHRS” and “HHRSW,” respectively, and on the TSX under the ticker symbols “HHRS” and “HHRS.WT,” respectively. Please see the subsection entitled “The Business Combination—Listing of New SPAC Class A Common Shares and New SPAC Warrants on the NASDAQ and the TSX for additional information.

 

Q:

What vote is required to approve the Proposals presented at the DCRD Shareholders’ Meeting?

 

A:

Approval of the Domestication Proposal, the Business Combination Proposal and the Extension Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (6623%) of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class (provided that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal). Each of the Advisory Organizational Documents Proposals and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class.

 

Q:

May DCRD Sponsor, directors, officers, advisors or any of their respective affiliates purchase DCRD Public Shares in connection with the Business Combination?

 

A:

In connection with the vote of DCRD Shareholders to approve the proposed Business Combination, DCRD Sponsor, DCRD management or DCRD’s advisors and any of their respective affiliates may privately negotiate to purchase DCRD Public Shares from DCRD Public Shareholders who would have otherwise

 

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  elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. DCRD Sponsor, DCRD management or DCRD’s advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such DCRD Public Shares or during a restricted period under Regulation M under the Exchange Act or other federal securities laws. Such a purchase could include a contractual acknowledgement that such DCRD Shareholder, although still the record holder of such DCRD Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Any DCRD Public Shares purchased by DCRD Sponsor, DCRD management or DCRD’s advisors or any of their respective affiliates would not be voted in favor of approving the Business Combination. In the event that DCRD Sponsor, DCRD management or DCRD’s advisors or any of their respective affiliates purchase DCRD Public Shares in privately negotiated transactions from DCRD Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In addition, DCRD Sponsor, DCRD management and DCRD’s advisors or any of their respective affiliates would waive any redemption rights with respect to any DCRD Public Shares that they purchase in any such privately negotiated transactions. Any such privately negotiated purchases may be effected at purchase prices that are no higher than the per share pro rata portion of the Trust Account.

 

Q:

How many votes do I have at the DCRD Shareholders’ Meeting?

 

A:

For all Proposals other than the Domestication Proposal, DCRD Shareholders are entitled to one vote at the DCRD Shareholders’ Meeting for each DCRD Class A Ordinary Share or DCRD Class B Ordinary Share held of record as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting. With respect to the Domestication Proposal, holders of DCRD Class B Ordinary Shares are entitled to ten votes per DCRD Class B Ordinary Share and DCRD Public Shareholders are entitled to one vote per DCRD Class A Ordinary Share, in each case, held of record as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting. As of the close of business on the record date, there were 31,625,000 outstanding DCRD Class A Ordinary Shares, which are held by DCRD Public Shareholders, and 7,906,250 outstanding DCRD Class B Ordinary Shares, which are held by the DCRD Founder Shareholders.

 

Q:

How do I attend the DCRD Shareholders’ Meeting?

 

A:

The DCRD Shareholders’ Meeting will be held at January 23, 2023, at 10:00 a.m., Eastern Time at the offices of Vinson & Elkins L.L.P. located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036 and virtually via live webcast at https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023, pursuant to the procedures described in this proxy statement/prospectus, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. All DCRD Shareholders as of the record date, or their duly appointed proxies, may attend the DCRD Shareholders’ Meeting, which will be held both in person and virtually. DCRD Shareholders may attend the DCRD Shareholders’ Meeting online, including to vote and submit questions, at https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023. To attend online and participate in the DCRD Shareholders’ Meeting, DCRD Shareholders of record will need to visit https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023 and enter the 12 digit control number provided on your proxy card, regardless of whether you pre-registered.

 

Q:

What constitutes a quorum at the DCRD Shareholders’ Meeting?

 

A:

Holders of at least one-third of the paid up voting share capital of DCRD, present in person or represented by proxy (including by way of online meeting option) at the DCRD Shareholders’ Meeting, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the DCRD Shareholders’ Meeting. As of the record date for the DCRD Shareholders’ Meeting, 13,177,084 DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares, in the aggregate, will be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum.

 

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Q:

How will DCRD Sponsor and DCRD management vote?

 

A:

DCRD Sponsor and DCRD management have agreed to vote any DCRD Class A Ordinary Shares (except for any DCRD Class A Ordinary Shares purchased as described above under “May DCRD Sponsor, directors, officers, advisors or any of their respective affiliates purchase DCRD Public Shares in connection with the Business Combination? and below under “The Business Combination—Potential Purchases of Public Shares”) held by them in favor of the Business Combination. DCRD Founder Shareholders have agreed to vote any DCRD Class B Ordinary Shares held by them in favor of the Business Combination. Currently, DCRD Founder Shareholders own approximately 20% of the issued and outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares, in the aggregate.

 

Q:

What interests do the current officers and directors have in the Business Combination?

 

A:

In considering the unanimous recommendation of the DCRD Board to vote in favor of the Business Combination, DCRD Shareholders should be aware that, aside from their interests as shareholders, DCRD Sponsor and certain members of DCRD management have interests in the Business Combination that are different from, or in addition to, those of other DCRD Shareholders generally. DCRD’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to DCRD Shareholders that they approve the Business Combination. DCRD Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

   

Pursuant to the DCRD Articles, the DCRD Founder Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares and have agreed to waive redemption rights with respect to any DCRD Public Shares held by them in connection with the consummation of the Initial Business Combination. Additionally, DCRD Founder Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares held by them if DCRD fails to consummate the Initial Business Combination within 18 months after the closing of the DCRD IPO. If DCRD does not complete the Initial Business Combination within such applicable time period, the proceeds of the sale of the DCRD Private Placement Warrants held in the Trust Account will be used to fund the redemption of the DCRD Public Shares, and the DCRD Private Placement Warrants will expire without the receipt of any value by the holders of such warrants. Since DCRD Sponsor and DCRD management directly or indirectly own DCRD Ordinary Shares and DCRD Private Placement Warrants, DCRD management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Initial Business Combination.

 

   

The fact that DCRD Initial Shareholders paid an aggregate of approximately $25,000 for the 7,906,250 DCRD Founder Shares, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $80,406,563, based on the closing price of the DCRD Class A Ordinary Shares of $10.17 per share on December 14, 2022, the record date for the DCRD Shareholders’ Meeting, resulting in a theoretical gain of $80,381,563;

 

   

The fact that given the differential in the purchase price that DCRD Sponsor paid for the DCRD Founder Shares as compared to the price of the DCRD Units sold in the DCRD IPO and the 3,464,323 New SPAC Common Shares that DCRD Sponsor will receive upon conversion of the DCRD Founder Shares in connection with the Business Combination, DCRD Sponsor and its affiliates may earn a positive rate of return on their investment even if the New SPAC Common Shares trade below the price initially paid for the DCRD Units in the DCRD IPO and the DCRD Public Shareholders experience a negative rate of return following the completion of the Business Combination;

 

   

The fact that DCRD Sponsor and DCRD’s independent directors currently hold and, following the Founder Transfer, will hold a pecuniary interest in, an aggregate of 12,737,500 DCRD Private Placement Warrants that would expire worthless if an Initial Business Combination is not

 

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consummated, which if unrestricted and freely tradable would be valued at approximately $6,750,875, based on the closing price of the DCRD Public Warrants of $0.53 per warrant on December 14, 2022, the record date for the DCRD Shareholders’ Meeting;

 

   

The fact that certain members of DCRD management collectively own, directly or indirectly, a material interest in DCRD Sponsor;

 

   

DCRD Sponsor and DCRD management may have a conflict of interest with respect to evaluating a business combination and financing arrangements as DCRD may obtain loans from DCRD Sponsor or an affiliate of DCRD Sponsor or any of DCRD management to finance transaction costs in connection with the Initial Business Combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the DCRD Private Placement Warrants, including as to exercise price, exercisability and exercise period;

 

   

The DCRD Articles provide that DCRD renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of DCRD management on the one hand, and DCRD, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of DCRD management to any other entity. DCRD is not aware of any such corporate opportunities not being offered to DCRD and does not believe that waiver of the corporate opportunities doctrine has materially affected DCRD’s search for an acquisition target or will materially affect DCRD’s ability to complete an Initial Business Combination;

 

   

If the Trust Account is liquidated, including in the event DCRD is unable to complete an Initial Business Combination within the required time period, DCRD Sponsor has agreed to indemnify DCRD to ensure that the proceeds in the Trust Account are not reduced below $10.10 per DCRD Public Share, or such lesser amount per DCRD Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRD’s independent public accountants) for services rendered or products sold to DCRD or (b) a prospective target business with which DCRD has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

The fact that DCRD Sponsor and DCRD management will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRD’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $3.7 million as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting;

 

   

The fact that DCRD Sponsor will benefit from the completion of an Initial Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to DCRD Shareholders rather than liquidate;

 

   

The anticipated appointment of each of Robert Tichio and James McDermott, members of the DCRD Board, as directors on the New SPAC Board in connection with the closing of the Business Combination;

 

   

The fact that New SPAC will indemnify DCRD Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the Business Combination and DCRD Sponsor’s ownership of DCRD Securities or its control or ability to influence DCRD;

 

   

The fact that the Riverstone Parties, including certain Riverstone Fund V Entities, are shareholders of, and together own a controlling interest in, Hammerhead and are also affiliates of DCRD Sponsor, and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. DCRD Sponsor is also an affiliate of

 

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Riverstone. Immediately following the Closing, and assuming none of the DCRD Public Shareholders elect to redeem their New SPAC Class A Common Shares that they receive in exchange for their DCRD Class A Ordinary Shares in connection with the Business Combination, the Riverstone Parties are expected to beneficially own approximately 58.5% of the New SPAC Common Shares (including New SPAC Class A Common Shares received in exchange for DCRD Founder Shares held by certain Riverstone Fund V Entities pursuant to the Founder Transfer); and

 

   

The terms and provisions of the Related Agreements as set forth in detail under the subsection entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.”

The table set forth below summarizes the anticipated interests of the Riverstone Parties, DCRD Sponsor and DCRD management in New SPAC as of Closing along with the value of such interests based on (i) in the case of DCRD Sponsor’s and DCRD management’s interests, the closing price of the DCRD Public Warrants and DCRD Class A Ordinary Shares as of December 14, 2022, which would be lost if an Initial Business Combination is not completed by DCRD by the Deadline Date, and (ii) the transaction value:

 

Name of Holder

 

Type of Holder

  Total Purchase
Price / Capital
Contributions
    Number of
New SPAC
Private Placement
Warrants
    Value of
New SPAC
Private Placement
Warrants8
    Number of
New SPAC
Common
Shares
    Value of
New SPAC
Common Shares10
    Value of
New SPAC
Common Shares
Based on
Transaction  Value11
 

Decarbonization Plus Acquisition Sponsor IV LLC1

  DCRD Shareholder   $ 1,666,932 7      —       $ —         3,464,323     $ 35,232,162     $ 35,201,360  

Riverstone Parties2

  Hammerhead Shareholder   $ 914,515,062 12      12,737,500     $ 6,750,875       74,769,607 9    $ 760,406,903     $ 759,742,112  

James AC McDermott3

  DCRD Director   $ 136       —       $ —         37,396     $ 380,316     $ 379,984  

Dr. Jennifer Aaker4

  DCRD Director   $ 68       —       $ —         18,698     $ 190,158     $ 189,992  

Jane Kearns5

  DCRD Director   $ 68       —       $ —         18,698     $ 190,158     $ 189,992  

Jeffrey Tepper6

  DCRD Director   $ 68       —       $ —         18,698     $ 190,158     $ 189,992  

 

1

DCRD directors, Pierre Lapeyre, Jr. and David Leuschen, director and Chief Executive Officer, Robert Tichio, Chief Financial Officer, Chief Accounting Officer and Secretary, Peter Haskopoulos and Chairman of the DCRD Board, Erik Anderson (through his interest in WRG), each hold an indirect economic interest in DCRD Sponsor. Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 12,488,255 New SPAC Private Placement Warrants with a corresponding purchase price of $12,488,255 and 4,234,172 New SPAC Common Shares with a corresponding purchase price of $13,334.75 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, DCRD Sponsor will be entitled to receive $12,512,766 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

2

DCRD directors Pierre Lapeyre, Jr. and David Leuschen, director and Chief Executive Officer Robert Tichio and Chief Financial Officer, Chief Accounting Officer and Secretary Peter Haskopoulos and Hammerhead director Jesal Shah each have an indirect economic interest in the Riverstone Parties.

3

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 99,698 New SPAC Private Placement Warrants with a corresponding purchase price of $99,698 and 45,706 New SPAC Common Shares with a corresponding purchase price of $166.10 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Mr. McDermott will be entitled to receive $99,893 upon the sale by

 

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  certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.
4

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Dr. Aaker will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

5

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Ms. Kearns will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

6

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Mr. Tepper will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

7

Includes (i) amount DCRD Sponsor has agreed to pay for certain of DCRD’s expenses in the form of non-interest bearing advances, an amount which, as of September 30, 2022, was approximately $1,656,022 and (ii) $10,910.25 which represents capital contribution made by DCRD Sponsor in exchange for the 3,464,323 DCRD Founder Shares, which DCRD Sponsor will retain after the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

8

Based on the closing price of the DCRD Public Warrants of $0.53 per warrant on December 14, 2022.

9

Includes 4,348,438 shares that will be held by certain Riverstone Fund V Entities after the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

10

Based on the closing price of the DCRD Class A Ordinary Shares of $10.17 per share on December 14, 2022.

11

Based on a post-transaction equity value of New SPAC of $1.298 billion and assuming the Base Scenario (as described in the subsection entitled “The Business Combination—Total New SPAC Common Shares to Be Issued in the Business Combination”) with no redemptions.

12

Includes (i) $901,763,812 of invested capital by the Riverstone Parties in Hammerhead, (ii) $12,737,500, which is equal to the cost of the 12,737,500 New SPAC Private Placement Warrants, which certain Riverstone Fund V Entities will hold pursuant to the Founder Transfer and (iii) $13,750 which represents capital contributions made by DCRD Sponsor in exchange for the 4,348,438 DCRD Founder Shares, which certain Riverstone Fund V Entities will hold pursuant to the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Recognizing the potentially differing interests of DCRD Sponsor, its affiliates and some officers and directors of DCRD from the interests of the DCRD Shareholders caused by the economic interests described in

 

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the table above and in an effort to mitigate potential conflicts of interest, the DCRD Board formed the Special Committee, and the Special Committee engaged independent advisors to assist the Special Committee in evaluating the Business Combination, which included several meetings between the Special Committee and such advisors to discuss and consider the financial and legal terms of the transaction and the financial and operating performance of certain publicly traded companies deemed similar to Hammerhead in one or more respects. The Special Committee also considered certain mitigating factors, including (i) DCRD’s and Hammerhead’s respective business combination processes (which included, among other things, extensive negotiations of alternative business combination proposals), (ii) the formation of the Special Committee and the Hammerhead Special Committee to review the Business Combination on behalf of the DCRD Board and the Hammerhead Board, respectively, (iii) the fact that the terms of the Business Combination Agreement and the other ancillary agreements are consistent with the market for such terms, and (iv) the anticipated disclosure of potential conflicts of interests in this proxy statement/prospectus. In addition, the Special Committee and the DCRD Board considered the Fairness Opinion rendered by Duff & Phelps to the Special Committee prior to the execution of the Business Combination Agreement, as to the fairness, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor, including the applicable affiliates and affiliated persons of DCRD Sponsor and Riverstone, as of the date of such opinion, of the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to the holders of capital stock of Hammerhead, in the aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement (without giving effect to any impact of the Business Combination or any part thereof on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead), which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described under the subsection entitled “The Business Combination—Opinion of Financial Advisor to the Special Committee.”

The Special Committee and the DCRD Board reviewed and considered the foregoing interests during the negotiation of the Business Combination and in evaluating and unanimously approving the Business Combination Agreement and the transactions contemplated therein.

 

Q:

Are there material differences between my rights as a New SPAC Shareholder and my rights as a DCRD Shareholder?

 

A:

Yes. There are certain material differences between your rights as a New SPAC Shareholder and your rights as a DCRD Shareholder. You are urged to read the sections entitled “Descriptions of New SPAC Securities” and “Comparison of Corporate Governance and Shareholder Rights.”

 

Q:

What happens if I vote against the Business Combination Proposal?

 

A:

Under the DCRD Articles, if the Business Combination Proposal is not approved and DCRD does not otherwise consummate an alternative business combination by the Deadline Date, DCRD will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to DCRD Public Shareholders.

 

Q:

Do I have redemption rights?

 

A:

Pursuant to the DCRD Articles, a DCRD Public Shareholder may request that New SPAC redeem all or a portion of its DCRD Public Shares for cash if the Business Combination is consummated. As a DCRD Public Shareholder, you will be entitled to exercise your redemption rights if you:

 

   

hold DCRD Public Shares or, if you hold DCRD Public Shares through DCRD Units, you elect to separate your DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising your redemption rights;

 

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submit a written request to Continental Stock Transfer & Trust Company, the Transfer Agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your DCRD Public Shares for cash and (ii) identify yourself as the beneficial holder of the DCRD Public Shares and provide your legal name, phone number and address; and

 

   

deliver your DCRD Public Shares to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their DCRD Public Shares in the manner described above prior to 10:30 a.m., Eastern Time, on January 19, 2023 (two business days before the DCRD Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of DCRD Units must elect to separate the DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising their redemption rights with respect to the DCRD Public Shares. If DCRD Public Shareholders hold their DCRD Units in an account at a brokerage firm or bank, such DCRD Public Shareholders must notify their broker or bank that they elect to separate the DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants, or if a holder holds DCRD Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to DCRD in order to validly exercise its redemption rights. DCRD Public Shareholders may elect to exercise their redemption rights with respect to their DCRD Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the DCRD Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a DCRD Public Shareholder properly exercises its redemption rights with respect to all or a portion of the DCRD Public Shares that it holds and timely delivers its shares to the Transfer Agent, New SPAC will redeem the related New SPAC Class A Common Shares for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, including interest earned on the fund held in the Trust Account and not previously released to DCRD to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.16 per issued and outstanding DCRD Public Share. If a DCRD Public Shareholder exercises its redemption rights in full, then it will not own DCRD Public Shares or New SPAC Class A Common Shares following the redemption. The redemption will take place following the Company Amalgamation and, accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practical after the Company Amalgamation Effective Time. Please see the subsection entitled “DCRD Shareholders’ Meeting—Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your DCRD Public Shares.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your DCRD Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by DCRD Public Shareholders who will redeem their shares and no longer remain shareholders.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must (a) if you hold DCRD Units, elect to separate your DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising your redemption rights with respect to the DCRD Public Shares; and (b) prior to 10:30 a.m., Eastern Time, on January 19, 2023 (two business days before the DCRD Shareholders’ Meeting), tender your shares physically or electronically and submit a request in writing that New SPAC redeem your New SPAC Class A Common Shares that you receive in exchange for your DCRD Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

 

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1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

A DCRD Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all DCRD Public Shares in excess of the 20% threshold beneficially owned by a DCRD Public Shareholder or group will not be redeemed for cash. DCRD Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. DCRD Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. DCRD Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your DCRD Public Shares as described above, your shares will not be redeemed.

DCRD Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their DCRD Ordinary Shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the Business Combination Proposal at the DCRD Shareholders’ Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the DCRD Shareholders’ Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable without DCRD’s consent once the Business Combination is consummated.

DCRD Unitholders must elect to separate their DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising redemption rights with respect to the DCRD Public Shares. If you hold DCRD Units registered in your own name, you must deliver the certificate for such DCRD Units to the Transfer Agent, with written instructions to separate such DCRD Units into DCRD Public Shares and DCRD Public Warrants. This must be completed far enough in advance to permit the mailing of the DCRD Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the DCRD Public Shares from the DCRD Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your DCRD Units, you must instruct such nominee to separate your DCRD Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of DCRD Units to be split and the nominee holding such DCRD Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of a corresponding number of DCRD Public Shares and DCRD Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the DCRD Public Shares from the DCRD Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your DCRD Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with DCRD’s consent, until the Closing. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the email address or address listed under the question “Who can help answer my questions?” below.

 

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DCRD Public Shareholders may elect to exercise their redemption rights with respect to their DCRD Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the DCRD Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a DCRD Public Shareholder properly exercises its redemption rights with respect to all or a portion of the DCRD Public Shares it holds and timely delivers its shares to the Transfer Agent, New SPAC will redeem the related New SPAC Class A Common Shares for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to DCRD to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. Please see the subsection entitled “Extraordinary General Meeting of DCRD Shareholders—Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your DCRD Public Shares.

Prior to exercising redemption rights, DCRD Shareholders should verify the market price of the DCRD Class A Ordinary Shares, as DCRD Shareholders may receive higher proceeds from the sale of their DCRD Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. You may not be able to sell your DCRD Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the DCRD Class A Ordinary Shares when you wish to sell your shares.

If a DCRD Public Shareholder exercises its redemption rights in full, then it will not own DCRD Public Shares or New SPAC Class A Common Shares following the redemption. The redemption will take place following the Company Amalgamation Effective Time and, accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practical after the Company Amalgamation Effective Time. You will no longer own those shares and you will have no right to participate in, or have any interest in, the future growth of New SPAC, if any. You will be entitled to receive cash for your New SPAC Class A Common Shares only if you properly and timely demand redemption.

Each redemption of New SPAC Class A Common Shares by DCRD Public Shareholders will reduce the amount in the Trust Account. However, in no event will New SPAC redeem its New SPAC Class A Common Shares in an amount that would cause its net tangible assets to be less than $5,000,001, unless the New SPAC Class A Common Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act

Pursuant to Section 172 of the DCRD Articles, if DCRD does not consummate an Initial Business Combination by the Deadline Date, DCRD will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the DCRD Public Shareholders and all DCRD Warrants will expire worthless.

 

Q:

What are the material U.S. federal income tax consequences to the DCRD Shareholders that are U.S. Holders as a result of the Domestication and SPAC Amalgamation?

 

A:

As discussed more fully below in the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—The Domestication and SPAC Amalgamation,” it is intended that the Domestication and the SPAC Amalgamation each qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”) or another form of reorganization within the meaning of Section 368(a) of the Code. If the Domestication and the SPAC Amalgamation so qualify, the DCRD Shareholders that are U.S. Holders (as defined below in the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—U.S. Holder Defined”) should not recognize gain or loss for U.S. federal income tax purposes in connection with the Domestication or SPAC Amalgamation, subject to the discussion contained herein regarding the “passive foreign investment company” (or “PFIC”) rules.

The rules governing the U.S. federal income tax treatment of the Domestication and SPAC Amalgamation are complex and will depend on a U.S. Holder’s particular circumstances. Furthermore, although the

 

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Domestication and SPAC Amalgamation are each intended to qualify as an F Reorganization or another form of reorganization within the meaning of Section 368(a) of the Code, and DCRD and New SPAC intend to report the Domestication and SPAC Amalgamation consistent with such qualification, such treatment is not a condition to DCRD’s or Hammerhead’s obligation to complete the Business Combination. All DCRD Shareholders and holders of DCRD Public Warrants are urged to consult with, and rely solely upon, their own tax advisors regarding the potential tax consequences to them of the Domestication and SPAC Amalgamation, including the applicability and effect of the PFIC rules and other U.S. federal, state and local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication and SPAC Amalgamation for U.S. Holders, please see the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—The Domestication and SPAC Amalgamation.”

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights if I am a U.S. Holder?

 

A:

The receipt of cash by a U.S. Holder in redemption of such shares will be a taxable event for U.S. federal income tax purposes. It is expected that a redeeming U.S. Holder will be treated as selling its New SPAC Class A Common Shares and will recognize capital gain or loss. There may be certain circumstances, however, in which the redemption will not be treated as a sale of New SPAC Class A Common Shares for U.S. federal income tax purposes, and the redemption will instead be treated as a distribution of cash from New SPAC. Notwithstanding the foregoing, if DCRD (or, after the SPAC Amalgamation, New SPAC) is treated as a PFIC at any time during a U.S. Holder’s holding period of DCRD Class A Ordinary Shares or New SPAC Class A Common Shares, unless a redeeming U.S. Holder has made certain elections, the gain recognized or proceeds received in the redemption may be subject to tax at ordinary income rates and an interest charge under a complex set of computational rules. For a more complete discussion of the U.S. federal income tax considerations of the exercise of redemption rights for U.S. Holders, please see the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—Redemption of New SPAC Class A Common Shares.”

Because the Domestication and the SPAC Amalgamation will occur prior to the redemption of stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the Domestication and the SPAC Amalgamation. The tax considerations for U.S. Holders with respect to the Domestication and the SPAC Amalgamation are discussed more fully in the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—The Domestication and SPAC Amalgamation.”

All holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the tax consequences to them under U.S. federal, state and local and non-U.S. tax laws of exercising such redemption rights.

 

Q:

If I am a DCRD Warrant Holder, can I exercise redemption rights with respect to my DCRD Warrants?

 

A:

No. DCRD Warrant Holders have no redemption rights with respect to DCRD Warrants.

 

Q:

How do the DCRD Public Warrants differ from the DCRD Private Placement Warrants, and what are the related risks for any DCRD Public Warrant Holders post-Business Combination?

 

A:

The DCRD Private Placement Warrants (including the DCRD Class A Ordinary Shares issuable upon exercise of the DCRD Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except, among other limited exceptions, to DCRD management and other persons or entities affiliated with DCRD Sponsor), and they will not be redeemable by DCRD so long as they are held by the initial purchasers of the DCRD Private Placement Warrants or their permitted transferees (including certain Riverstone Fund V Entities). The initial purchasers, or their permitted

 

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  transferees, have the option to exercise the DCRD Private Placement Warrants for cash or on a “cashless basis.” Otherwise, the DCRD Private Placement Warrants have terms and provisions that are identical to those of the DCRD Public Warrants, including as to exercise price, exercisability and exercise period. If the DCRD Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the DCRD Private Placement Warrants will be redeemable by DCRD in all redemption scenarios and exercisable by such holders on the same basis as the DCRD Public Warrants.

In connection with the consummation of the Business Combination, New SPAC will assume the DCRD Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRD Warrant outstanding and unexercised immediately prior to the SPAC Amalgamation Effective Time will automatically, without any action on the part of its holder, be exchanged for a New SPAC Warrant. Each such New SPAC Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRD Warrant immediately prior to the SPAC Amalgamation Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Following the Business Combination, New SPAC may redeem New SPAC Public Warrants prior to their exercise at a time that is disadvantageous to the New SPAC Public Warrant Holders, thereby making such New SPAC Public Warrants worthless. More specifically:

 

   

New SPAC will have the ability to redeem outstanding New SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of the New SPAC Class A Common Shares has been at least $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which New SPAC gives notice of such redemption and provided certain other conditions are met.

 

   

New SPAC will have the ability to redeem outstanding New SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of the New SPAC Class A Common Shares equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which notice of the redemption is given. Historical trading prices for the DCRD Class A Ordinary Shares have exceeded the $10.00 per share threshold at which the DCRD Public Warrants (or, following the Business Combination, the New SPAC Public Warrants) would become redeemable. In such a case, the New SPAC Public Warrant Holders will be able to exercise their New SPAC Public Warrants prior to redemption for a number of New SPAC Class A Common Shares determined by reference to a make-whole table. Please see the subsection entitled “Description of Securities—Warrants—Redemption of DCRD Warrants for Cash When the Price Per DCRD Class A Ordinary Share Equals or Exceeds $10.00.” The value received upon exercise of the New SPAC Public Warrants (1) may be less than the value the New SPAC Public Warrant Holders would have received if they had exercised their New SPAC Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the New SPAC Public Warrant Holders for the value of the New SPAC Public Warrants, including because the number of shares received is capped at 0.361 New SPAC Class A Common Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the New SPAC Public Warrants.

In each case, New SPAC may only call the New SPAC Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each New SPAC Public Warrant Holder.

Redemption of the outstanding New SPAC Public Warrants could force New SPAC Public Warrant Holders (i) to exercise New SPAC Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such New SPAC Public Warrant Holders to do so, (ii) to sell New SPAC Public Warrants at the then-current market price when they might otherwise wish to hold their New SPAC Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding New SPAC Public Warrants are called for redemption, is likely to be substantially less than the market value of the New SPAC Public Warrants.

 

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Further, in connection with the listing of the New SPAC Warrants on the TSX, in accordance with the TSX’s listing requirements in respect of warrants, New SPAC expects to provide certain undertakings to the TSX to the effect that New SPAC will not exercise certain of its rights under the New SPAC Warrant Agreement, including, notably, (i) changing the exercise price of the New SPAC Warrants and (ii) amending the expiry date of the New SPAC Warrants.

 

Q:

Do I have appraisal or dissent rights if I object to the proposed Business Combination?

 

A:

No dissent rights are available to DCRD Shareholders under the ABCA in connection with the Business Combination nor are appraisal rights available to holders of DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares in connection with the Business Combination. However, DCRD Shareholders are still entitled to exercise the rights of redemption as set out in the subsection entitled “Extraordinary General Meeting of DCRD Shareholders—Redemption Rights” and the DCRD Board has determined that the redemption proceeds payable to DCRD Shareholders who exercise such redemption rights represents the fair value of those DCRD Ordinary Shares. Please see the subsection entitled “The Business Combination—Appraisal or Dissent Rights” for more information.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

If the Domestication Proposal and the Business Combination Proposal are approved, DCRD intends to use a portion of the funds held in the Trust Account to pay (a) a portion of DCRD’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (b) tax obligations and deferred underwriting discounts and commissions from the DCRD IPO and (c) for any redemptions of DCRD Public Shares. The remaining balance in the Trust Account will be used for general corporate purposes of New SPAC. See the sections entitled “The Business Combination” and “Proposal No. 2—The Business Combination Proposal” for additional information.

 

Q:

What happens if the Business Combination is not consummated or is terminated?

 

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “Business Combination Agreement—Termination” for additional information regarding the parties’ specific termination rights. In accordance with the DCRD Articles, if an Initial Business Combination is not consummated by the Deadline Date, DCRD will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the DCRD Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously released to DCRD to fund regulatory withdrawals or to pay taxes, if any, divided by the number of then-outstanding DCRD Public Shares, which redemption will completely extinguish DCRD Public Shareholders’ rights as DCRD Public Shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of DCRD’s remaining DCRD Shareholders and the DCRD Board, liquidate and dissolve, subject in the case of clause (b) and this clause (c), to DCRD’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

DCRD expects that the amount of any distribution DCRD Public Shareholders will be entitled to receive upon DCRD’s dissolution will be approximately the same as the amount they would have received if they had redeemed their DCRD Public Shares in connection with the Business Combination, subject in each case to DCRD’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. DCRD Initial Shareholders are not entitled to liquidation distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to DCRD Warrants then-outstanding. Accordingly, in such an event, the DCRD Warrants will expire worthless.

 

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Q:

When is the Business Combination expected to be consummated?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the DCRD Shareholders’ Meeting to be held on January 23, 2023 provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the subsection entitled “The Business Combination Agreement—Conditions to Closing of the Business Combination.”

 

Q:

What is Hammerhead?

 

A:

Hammerhead is an oil and natural gas exploration, development and production company. Hammerhead’s reserves, producing properties and exploration prospects are located in the Province of Alberta in the Deep Basin of West Central Alberta where it is developing multi-zone, liquids-rich oil and gas plays. Please see the section entitled “Business of Hammerhead and Certain Information About Hammerhead” for more information.

 

Q:

What will DCRD Shareholders receive in the Business Combination?

 

A:

Pursuant to the SPAC Amalgamation, (i) each DCRD Class A Common Share (which, prior to the Domestication, were DCRD Class A Ordinary Shares) then issued and outstanding will be exchanged, on a one-for-one basis, for a New SPAC Class A Common Share and (ii) each DCRD Class B Common Share (which, prior to the Domestication, were DCRD Class B Ordinary Shares) then issued and outstanding will be exchanged, on a one-for-one basis, for a New SPAC Class B Common Share. On the Closing Date, prior to the Company Amalgamation, each New SPAC Class B Common Share then issued and outstanding will be exchanged, on a one-for-one basis, for a New SPAC Class A Common Share, in each case, pursuant to the New SPAC Articles and in accordance with the Plan of Arrangement.

 

Q:

What will DCRD Warrant Holders receive in the Business Combination?

 

A:

At the SPAC Amalgamation Effective Time, New SPAC will assume the Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRD Warrant then outstanding and unexercised will automatically, without any action on the part of its holder, be exchanged for a New SPAC Warrant. Each New SPAC Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRD Warrant immediately prior to the SPAC Amalgamation, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective following the SPAC Amalgamation: (A) each New SPAC Warrant will be exercisable solely for New SPAC Class A Common Shares; (B) the number of New SPAC Class A Common Shares subject to each New SPAC Warrant will be equal to the number of DCRD Class A Ordinary Shares subject to the applicable DCRD Warrant; and (C) the per share exercise price for the New SPAC Class A Common Shares issuable upon exercise of such New SPAC Warrant will be equal to the per share exercise price for the DCRD Class A Ordinary Shares subject to the applicable DCRD Warrant, as in effect immediately prior to the SPAC Amalgamation.

 

Q:

What will DCRD Unitholders receive in the Business Combination?

 

A:

At the SPAC Amalgamation Effective Time, each DCRD Unit then issued and outstanding will be exchanged for a New SPAC Unit. At the Company Amalgamation Effective Time, each New SPAC Unit will automatically be detached and broken out into their component securities. NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on the NASDAQ and the TSX. Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing

 

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  applications. Any such listing of the New SPAC Common Shares and New SPAC Warrants will be conditional upon New SPAC fulfilling all of the listing requirements and conditions of the TSX and the NASDAQ, respectively. It is anticipated that upon the Closing, the New SPAC Class A Common Shares and New SPAC Warrants will be listed on NASDAQ under the ticker symbols “HHRS” and “HHRSW,” respectively, and on the TSX under the ticker symbols “HHRS” and “HHRS.WT,” respectively.

 

Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:

How do I vote?

 

A:

If you are a shareholder of record, there are two ways to vote your DCRD Class A Ordinary Shares or DCRD Class B Ordinary Shares at the DCRD Shareholders’ Meeting: (i) you can attend the DCRD Shareholders’ Meeting in person (including by way of online meeting option) and vote or (ii) you can vote by signing and returning the enclosed proxy card, or you can submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your DCRD Ordinary Shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your DCRD Ordinary Shares, your DCRD Ordinary Shares will be voted as recommended by the DCRD Board “FOR” each of the Proposals. If your DCRD Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the DCRD Ordinary Shares beneficially owned by you are properly counted. Beneficial DCRD Shareholders who wish to vote by attending the DCRD Shareholders’ Meeting in person or virtually must obtain a legal proxy by contacting the bank, broker or other nominee that holds their DCRD Ordinary Shares.

 

Q:

What will happen if I abstain from voting or fail to vote at the DCRD Shareholders’ Meeting?

 

A:

At the DCRD Shareholders’ Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals (assuming a quorum is present).

 

Q:

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies received by DCRD without an indication of how the DCRD Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the DCRD Shareholders at the DCRD Shareholders’ Meeting.

 

Q:

If I am not going to attend the DCRD Shareholders’ Meeting, should I submit my proxy card instead?

 

A:

Yes. Whether you plan to attend the DCRD Shareholders’ Meeting or not, please read this proxy statement/prospectus carefully, and vote your DCRD Ordinary Shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

 

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Q:

If my DCRD Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your DCRD Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. DCRD believes the Proposals presented to DCRD Shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your DCRD Ordinary Shares without your instruction. Your bank, broker, or other nominee can vote your DCRD Ordinary Shares only if you provide instructions on how to vote. You should instruct your broker to vote your DCRD Ordinary Shares in accordance with directions you provide.

 

Q:

May I change my vote after I have submitted my executed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to DCRD at the address listed below so that it is received by DCRD prior to the DCRD Shareholders’ Meeting or by attending the DCRD Shareholders’ Meeting in person or online and voting there. You also may revoke your proxy by sending a notice of revocation to DCRD, which must be received prior to the DCRD Shareholders’ Meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your DCRD Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold DCRD Ordinary Shares. If you are a holder of record and your DCRD Ordinary Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your DCRD Ordinary Shares.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Peter Haskopoulos, Chief Financial Officer, Chief Accounting Officer and Secretary

c/o Decarbonization Plus Acquisition Corporation IV

2744 Sand Hill Road, Suite 100

Menlo Park, California 94025

Email: info@dcrbplus.com

Tel: (212) 993-0076

You may also contact DCRD’s proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902 Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: DCRD.info@investor.morrowsodali.com

To obtain timely delivery, DCRD Shareholders must request the materials no later than five business days prior to the DCRD Shareholders’ Meeting.

You may also obtain additional information about DCRD from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

 

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If you intend to seek redemption of your DCRD Public Shares, you will need to send a letter demanding redemption and deliver your DCRD Public Shares (either physically or electronically) to the Transfer Agent at least two business days prior to the DCRD Shareholders’ Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your DCRD Public Shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

DCRD is soliciting proxies on behalf of the DCRD Board. This solicitation is being made by mail but also may be made by telephone, in person or by electronic means. DCRD will bear the cost of the solicitation. DCRD has engaged Morrow Sodali LLC to assist in the solicitation of proxies and will pay Morrow Sodali LLC a fee of $35,000, plus disbursements. DCRD will reimburse Morrow Sodali LLC for reasonable and documented out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. DCRD will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions, and will reimburse such parties for their expenses in forwarding soliciting materials to beneficial owners of DCRD Class A Ordinary Shares and in obtaining voting instructions from those owners. DCRD management and DCRD’s employees may also solicit proxies by telephone, by facsimile, in person or by electronic means. They will not be paid any additional amounts for soliciting proxies.

 

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SUMMARY OF PROXY STATEMENT/PROSPECTUS

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/ prospectus, including the annexes and accompanying financial statements of DCRD and Hammerhead, to fully understand the proposed Business Combination and the Proposals to be considered at the DCRD Shareholders’ Meeting (each as described below). Please see the section entitled Where You Can Find More Information elsewhere in this proxy statement/prospectus.

Parties to the Business Combination

DCRD

DCRD is a blank check company incorporated as a Cayman Islands exempted company on February 22, 2021, for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving DCRD and one or more target businesses.

DCRD’s securities are traded on the NASDAQ under the ticker symbols “DCRD,” “DCRDU” and “DCRDW.” In connection with the Closing, the DCRD securities will be delisted from the NASDAQ.

The mailing address of DCRD’s principal executive office is 2744 Sand Hill Road, Suite 100, Menlo Park, California 94025, and its telephone number is (212) 993-0076.

Hammerhead

Hammerhead is an oil and natural gas exploration, development and production company. Hammerhead’s reserves, producing properties and exploration prospects are located in the Province of Alberta in the Deep Basin of West Central Alberta where it is developing multi-zone, liquids-rich oil and gas plays.

Hammerhead was incorporated pursuant to the provisions of the ABCA on November 27, 2009 under the name 1504140 Alberta Ltd. Hammerhead changed its name to Canadian International Oil Corp. (“CIOC”) on April 20, 2010. On October 1, 2017, CIOC amalgamated with its wholly owned subsidiary Canadian International Oil Operating Corp. and changed its name to “Hammerhead Resources Inc.” On December 15, 2017, Hammerhead dissolved its foreign subsidiary “Canadian International Oil (USA) Corp.” On December 31, 2017, Hammerhead dissolved its remaining foreign subsidiaries, “Canadian International Oil (Barbados) Corp.” and “Canadian International Oil (Overseas) Corp.” On March 11, 2019, Hammerhead incorporated a new wholly owned subsidiary, “Prairie Lights Power GP Inc.,” and formed an associated limited partnership, “Prairie Lights Power Limited Partnership,” in order to initiate a power related project.

Hammerhead is controlled by the Riverstone Parties. Hammerhead’s principal place of business is located at Eighth Avenue Place, East Tower, Suite 2700, 525-8th Avenue SW, Calgary, Alberta, T2P 1G1 and its telephone number is (403) 930-0560. The mailing address of Hammerhead’s registered office is c/o Burnet, Duckworth & Palmer LLP, Suite 2400, 525-8th Avenue SW, Calgary, Alberta, T2P 1G1.

NewCo

NewCo is an Alberta corporation incorporated on September 1, 2022. NewCo will survive the SPAC Amalgamation as New SPAC and become the parent company of the Amalgamated Company upon the Closing. NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on

 

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the NASDAQ and the TSX. Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing applications. Any such listing of the New SPAC Common Shares and New SPAC Warrants will be conditional upon New SPAC fulfilling all of the listing requirements and conditions of the TSX and the NASDAQ, respectively. It is anticipated that upon the Closing, the New SPAC Class A Common Shares and New SPAC Public Warrants will be listed on the NASDAQ under the ticker symbols “HHRS” and “HHRSW,” respectively, and on the TSX under the ticker symbols “HHRS” and “HHRS.WT,” respectively.

The mailing address of NewCo’s principal place of business is at Eighth Avenue Place, East Tower, Suite 2700, 525-8th Avenue SW, Calgary, Alberta, T2P 1G1 and its telephone number is (403) 930-0560. The mailing address of NewCo’s registered office is c/o Burnet, Duckworth & Palmer LLP, Suite 2400, 525-8th Avenue SW, Calgary, Alberta, T2P 1G1.

AmalCo

AmalCo is an Alberta unlimited liability corporation incorporated on September 12, 2022. It is a wholly owned subsidiary of DCRD.

The mailing address of AmalCo’s registered office is c/o Bennett Jones LLP, 4500, 855 2nd Street S.W., Calgary, Alberta T2P 4K7. The mailing address of AmalCo is 2744 Sand Hill Road, Suite 100, Menlo Park, California 94025, and its telephone number is (212) 993-0076.

 

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The Business Combination

On September 25, 2022, DCRD, Hammerhead, NewCo, and AmalCo, entered into the Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) DCRD will transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and domesticate as an Alberta corporation in accordance with the ABCA, (ii) DCRD will amalgamate with NewCo, with NewCo surviving as New SPAC in accordance with the terms of the Plan of Arrangement and (iii) Hammerhead will amalgamate with AmalCo, with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement. For more information, see the section entitled “The Business Combination.

The following diagram illustrates the organizational structure of DCRD and Hammerhead immediately prior to the Business Combination:

 

LOGO

 

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The following diagram illustrates the structure of New SPAC immediately following the Business Combination. The percentages shown reflect the voting power and economic interests in New SPAC on a combined basis, in each case assuming no redemptions, assuming illustrative redemptions or assuming maximum redemptions. Interests shown exclude (i) 15,812,500 New SPAC Class A Common Shares underlying the New SPAC Public Warrants, (ii) 12,737,500 New SPAC Class A Common Shares underlying the New SPAC Private Placement Warrants and (iii) up to 1,500,000 New SPAC Class A Common Shares underlying New SPAC Private Placement Warrants issuable upon conversion of up to $1,500,000 of any working capital loans DCRD Sponsor may make to DCRD, which are, in each case, not exercisable until 30 days after completion of the Business Combination. Please see the subsection entitled “The Business CombinationOwnership of New SPAC Common Shares After Closing” for additional assumptions used in calculating such percentages.

 

LOGO

 

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Conditions to the Closing

Conditions to Closing of the SPAC Amalgamation

Under the Business Combination Agreement, the obligations of DCRD, NewCo, AmalCo and Hammerhead to consummate the SPAC Amalgamation are subject to satisfaction or waiver (as noted below) of the following conditions:

 

   

the conditions set forth in items (a)-(g) of the subsection entitled “Conditions to Closing of the Company Amalgamation—Conditions to the Obligations of Each Party” below, in each case with respect to the SPAC Amalgamation; and

 

   

receipt by DCRD of a customary officer’s certificate of Hammerhead, certifying (on Hammerhead’s behalf and without personal liability) as to (a) the truth and correctness of certain representations and warranties of Hammerhead with respect to NewCo and (b) the compliance by Hammerhead and NewCo with certain covenants and agreements set forth in the Business Combination Agreement.

Conditions to Closing of the Company Amalgamation

Conditions to the Obligations of Each Party

Under the Business Combination Agreement, the obligations of DCRD, NewCo, AmalCo and Hammerhead to consummate the Company Amalgamation are subject to the satisfaction or mutual waiver by DCRD, NewCo, AmalCo and Hammerhead of each of the following mutual conditions:

 

  (a)

the Hammerhead Required Approval of the Arrangement Resolution will have been obtained at the Hammerhead Shareholders Meeting in accordance with the Interim Order and applicable law and a certified copy of the Arrangement Resolution will have been delivered to DCRD;

 

  (b)

the Final Order will have been granted in form and substance satisfactory to DCRD, Hammerhead, NewCo and AmalCo and the Final Order will not have been set aside or modified in a manner unacceptable to DCRD, Hammerhead, NewCo and AmalCo, acting reasonably, on appeal or otherwise;

 

  (c)

the DCRD Shareholder Approval will have been obtained at the DCRD Shareholders’ Meeting in accordance with this proxy statement/prospectus, the Companies Act, DCRD’s organizational documents and the rules and regulations of the NASDAQ and a certified copy of the Arrangement Resolution will have been delivered to Hammerhead;

 

  (d)

no Governmental Authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

 

  (e)

the New SPAC Class A Common Shares and New SPAC Warrants will have been accepted for listing on the NASDAQ, or another national securities exchange mutually agreed to by the parties in writing, as of the Closing Date;

 

  (f)

the New SPAC Class A Common Shares will not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act;

 

  (g)

the Registration Statement will have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement will have been initiated or be threatened in writing by the SEC;

 

  (h)

the Domestication and the SPAC Amalgamation will have been consummated in accordance with the Business Combination Agreement and the Plan of Arrangement, as applicable; and

 

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  (i)

a letter agreement governing certain post-Closing tax matters will have been delivered to certain of the persons and entities listed on Schedule C to the Business Combination Agreement.

Conditions to the Obligations of DCRD and AmalCo

The obligations of DCRD and AmalCo to consummate the Company Amalgamation are subject to the satisfaction or waiver by both DCRD and AmalCo of the following additional conditions:

 

   

the representations and warranties of Hammerhead contained in the sections titled (a) “Organization and Qualification; Subsidiaries,” (b) “Organizational Documents,” (c) “Capitalization” (other than certain provisions in such section as described below), (d) “Authority Relative to this Agreement,” (e) “No Conflict; Required Filings and Consents” (only as it relates to the representation and warranty concerning performance of the transactions contemplated by the Business Combination Agreement by Hammerhead and NewCo will not conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of Hammerhead or any subsidiary of Hammerhead), (f) “Board Approval; Vote Required” and (g) “Brokers” in the Business Combination Agreement will each be true and correct in all material respects as of the date of the Business Combination Agreement and the Closing, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier specified date. Certain of the representations and warranties in the sections titled “Capitalization” and “Absence of Certain Changes or Events” in the Business Combination Agreement will be true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and at the Closing as though made on and as of such date and time (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such specified date). The other representations and warranties of Hammerhead contained in the Business Combination Agreement will be true and correct in all respects (without giving effect to any “materiality,” “Hammerhead Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Company Amalgamation Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Hammerhead Material Adverse Effect, provided that a representation or warranty made with respect to NewCo that was true and correct as of the SPAC Amalgamation Effective Time will be deemed to be true and correct as of the Company Amalgamation Effective Time;

 

   

Hammerhead will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Company Amalgamation Effective Time; provided, that, a covenant of Hammerhead will only be deemed to have not been performed if Hammerhead has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to Hammerhead (or if earlier, the Outside Date);

 

   

NewCo will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the SPAC Amalgamation Effective Time; provided, that, a covenant of NewCo will only be deemed to have not been performed if NewCo has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to NewCo (or if earlier, the Outside Date);

 

   

Hammerhead will have delivered to DCRD a customary officer’s certificate, dated the date of the Closing, certifying (on Hammerhead’s behalf and without personal liability) as to the satisfaction of certain conditions as they relate to Hammerhead; and

 

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no Hammerhead Material Adverse Effect will have occurred between the date of the Business Combination Agreement and the Company Amalgamation Effective Time.

Some of the conditions to DCRD’s obligations are qualified by the concept of a “Hammerhead Material Adverse Effect.” Please see the subsection entitled “The Business Combination—Material Adverse Effect” for the definition of a “Hammerhead Material Adverse Effect” under the terms of the Business Combination Agreement.

Conditions to the Obligations of Hammerhead

The obligation of Hammerhead to consummate the Company Amalgamation is subject to the satisfaction or waiver by both Hammerhead and NewCo at or prior to the Company Amalgamation Effective Time of the following additional conditions:

 

   

the representations and warranties of DCRD contained in the sections titled (a) “Corporate Organization,” (b) “Organizational Documents,” (c) “Capitalization” (other than certain provisions in such section as described below) (d) “Authority Relative to This Agreement,” (e) “No Conflict; Required Filings and Consents” (only as it relates to the representation and warranty concerning performance of the transactions contemplated by the Business Combination Agreement by DCRD and AmalCo will not conflict with violate the certificate of incorporation or bylaws or any equivalent organizational documents of DCRD or AmalCo), (f) “Board Approval; Vote Required,” and (g) “Brokers” in the Business Combination Agreement will each be true and correct in all material respects as of the date of the Business Combination Agreement and the Closing, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier specified date. Certain of the representations and warranties in the sections titled “Capitalization” and “Absence of Certain Changes or Events” in the Business Combination Agreement will be true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and at the Closing as though made on and as of such date and time (except to the extent of any changes that reflect actions permitted in accordance with the section entitled “Conduct of Business by DCRD” in the Business Combination Agreement and except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Hammerhead, DCRD, NewCo, AmalCo or their affiliates. The other representations and warranties of DCRD contained in the Business Combination Agreement will be true and correct in all respects (without giving effect to any “materiality,” “DCRD Material Adverse Effect” (as defined below) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Company Amalgamation Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a DCRD Material Adverse Effect;

 

   

DCRD will have performed or complied in all material respects with all other agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the SPAC Amalgamation Effective Time; provided, that, a covenant of DCRD will only be deemed to have not been performed if DCRD has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to DCRD (or if earlier, the Outside Date);

 

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AmalCo will have performed or complied in all material respects with all other agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Company Amalgamation Effective Time; provided, that, a covenant of AmalCo will only be deemed to have not been performed if AmalCo has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to DCRD (or if earlier, the Outside Date);

 

   

DCRD will have delivered to Hammerhead a customary officer’s certificate, dated the date of the Closing, certifying (on DCRD’s behalf and without personal liability) as to the satisfaction of certain conditions; and

 

   

no DCRD Material Adverse Effect will have occurred between the date of the Business Combination Agreement and the Closing.

Some of the conditions to Hammerhead’s obligations are qualified by the concept of a “DCRD Material Adverse Effect.” Please see the subsection entitled “The Business Combination—Material Adverse Effect” for the definition of a “DCRD Material Adverse Effect” under the terms of the Business Combination Agreement.

Termination Rights

The Business Combination Agreement may be terminated at any time prior to the Company Amalgamation Effective Time:

 

   

by mutual written consent of DCRD and Hammerhead;

 

   

by either DCRD or Hammerhead upon the occurrence of any of the following: (a) if the Closing has not occurred prior to the Outside Date, unless extended pursuant to the Business Combination Agreement, provided however, that the Business Combination Agreement may not be terminated by or on behalf of any party that is either directly or indirectly through its affiliates in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a condition to the parties’ obligation to close; (b) if any Governmental Authority has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting the consummation of the Business Combination, except that such termination right will not apply as a result of the refusal of the Court to issue a Final Order in respect of the Plan of Arrangement; or (c) if the requisite approvals are not obtained from DCRD Shareholders or Hammerhead Shareholders, except that such termination right will not be available to any party to the Business Combination Agreement whose failure to fulfill any of its obligations or breach of any its representations and warranties under the Business Combination Agreement has been the cause of, or results in, failure to obtain such requisite approvals;

 

   

by DCRD in the event any representation, warranty, covenant or agreement by Hammerhead or NewCo has been breached or has become untrue such that the conditions to Closing would not be satisfied, provided however, that DCRD has not waived such breach and that DCRD or AmalCo is not then in material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement; provided, further, that if such breach is curable by Hammerhead or NewCo, DCRD may not terminate for so long as Hammerhead or NewCo continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of 30 days after notice of such breach is provided by DCRD to Hammerhead and the Outside Date;

 

   

by Hammerhead in the event any representation, warranty, covenant or agreement by DCRD or AmalCo has been breached or has become untrue such that the conditions to Closing would not be

 

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satisfied, provided however, that Hammerhead has not waived such breach and that Hammerhead or NewCo is not then in material breach of their representations, warranties, covenants or agreements under the Business Combination Agreement; provided, further, that if such breach is curable by DCRD or AmalCo, Hammerhead may not terminate for so long as DCRD or AmalCo continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured by the earlier of 30 days after notice of such breach is provided by Hammerhead to DCRD and the Outside Date; or

 

   

by Hammerhead, at any time prior to DCRD receiving the requisite approval of its shareholders, if DCRD or the DCRD Board effects a Change in Recommendation (as defined in the Business Combination Agreement).

Effect of Termination

If the Business Combination Agreement is terminated, the agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement. The Business Combination Agreement provides that no such termination shall affect any liability on the part of any party for fraud or a willful and material breach of the Business Combination Agreement.

Related Agreements

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, on September 25, 2022, DCRD Sponsor and Riverstone Fund V entered into the Sponsor Support Agreement with DCRD, NewCo and Hammerhead, pursuant to which, among other things, DCRD Sponsor and Riverstone Fund V each agreed to (and agreed to cause its controlled affiliates to) (i) waive the anti-dilution rights set forth in the DCRD Articles with respect to the DCRD Founder Shares held by it, (ii) vote all DCRD Class A Ordinary Shares and DCRD Founder Shares held by it in favor of the adoption and approval of the Business Combination and each other proposal related to the Business Combination included on the agenda for the DCRD Shareholders’ Meeting, except that DCRD Sponsor and Riverstone Fund V will not vote any DCRD Class A Ordinary Shares purchased by DCRD Sponsor and Riverstone Fund V after DCRD publicly announced DCRD’s intention to engage in the Business Combination for or against any of the Proposals, (iii) not redeem any DCRD Founder Shares in connection with the DCRD Shareholders’ Meeting, (iv) not transfer the DCRD Founder Shares, DCRD Class B Common Shares or New SPAC Class B Common Shares (or New SPAC Class A Common Shares issuable upon conversion of New SPAC Class B Common Shares in connection with the Business Combination) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of the New SPAC Class A Common Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which New SPAC completes a liquidation, amalgamation, share exchange or other similar transaction that results in all New SPAC Shareholders having the right to exchange their shares for cash, securities or other property and (v) not transfer any DCRD Private Placement Warrants, any New SPAC Private Placement Warrants or New SPAC Warrants (or New SPAC Class A Common Shares issued or issuable upon exercise of the New SPAC Warrants) until 30 days after the Closing. For more information about the Sponsor Support Agreement, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

 

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A&R Registration Rights Agreement

Concurrently with the Closing, DCRD will enter into the A&R Registration Rights Agreement, pursuant to which New SPAC will agree that, within 15 business days after the Closing, New SPAC will file with the SEC (at New SPAC’s sole cost and expense) the Resale Registration Statement, and New SPAC will use its commercially reasonable efforts to have the Resale Registration Statement declared effective by the SEC as soon as reasonably practicable after the filing thereof. In certain circumstances, the holders can demand New SPAC’s assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights. For more information about the A&R Registration Rights Agreement, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Lock-Up Agreement

On the Closing Date, pursuant to the Business Combination Agreement and as set forth in the Plan of Arrangement, certain existing shareholders of Hammerhead, including the Riverstone Parties, will become bound by a Lock-Up Agreement with New SPAC pursuant to which they will agree, subject to certain customary exceptions, not to (i) effect any sale of, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any securities of New SPAC, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of New SPAC, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii), until the earlier of (a) six months after the Closing or (b) the date that the last sale price of the New SPAC Class A Common Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period. For more information about the Lock-Up Agreements, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Hammerhead Shareholder Support Agreements

In connection with the execution of the Business Combination Agreement, on September 25, 2022, DCRD, Hammerhead and certain securityholders of Hammerhead, including the Riverstone Parties, entered into the Hammerhead Shareholder Support Agreements pursuant to which, among other things, such securityholders agreed to vote (or cause to be voted) all of their Subject Securities in favor of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement. Additionally, such securityholders have agreed, among other things, not to, prior to the Closing, (a) transfer any of their Subject Securities (or enter into any agreement, arrangement or understanding in connection therewith other than pursuant to the Plan of Arrangement), subject to certain customary exceptions, or (b) enter into any voting arrangement that is inconsistent with the Hammerhead Shareholder Support Agreements. For more information about the Hammerhead Shareholder Support Agreements, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

IPO Letter Agreement Amendment

In connection with the execution of the Business Combination Agreement, on September 25, 2022, DCRD, DCRD management and DCRD Sponsor entered into an amendment to the IPO Letter Agreement (the “Letter Agreement Amendment”), pursuant to which such parties agreed, effective concurrently with the execution and

 

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delivery of the Business Combination Agreement, that DCRD Sponsor will be prohibited from voting any DCRD Class A Ordinary Shares purchased by DCRD Sponsor following DCRD’s public announcement of DCRD’s intention to engage in the Business Combination for or against the Business Combination. For more information about the IPO Letter Agreement Amendment, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Sponsor Side Letter

In connection with the execution and delivery of the Business Combination Agreement, on September 25, 2022, DCRD, certain Riverstone Fund V Entities and the DCRD Initial Shareholders entered into the Sponsor Side Letter whereby each of the DCRD Initial Shareholders agreed to assign and transfer to certain Riverstone Fund V Entities certain of the Founder Shares and DCRD Private Placement Warrants in connection with the Business Combination, subject to the terms and conditions in the Sponsor Side Letter.

The affiliates of the Riverstone Parties will also agree to be bound by the transfer restrictions applicable to the DCRD Founder Shares and DCRD Private Placement Warrants in the IPO Letter Agreement and voting obligations applicable to the DCRD Founder Shares and the DCRD Private Placement Warrants in the Sponsor Support Agreement. For more information about the Sponsor Side Letter, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

New SPAC Closing Articles and New SPAC Closing Bylaws

Pursuant to the terms of the Business Combination Agreement, the New SPAC Closing Articles will become the articles of New SPAC concurrently with the Company Amalgamation. Pursuant to the terms of the Business Combination Agreement, the New SPAC Closing Bylaws will become the bylaws of New SPAC concurrently with the SPAC Amalgamation Effective Time. For more information about the New SPAC Closing Articles and the New SPAC Closing Bylaws, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Ownership of New SPAC Common Shares after Closing

Upon consummation of the Business Combination, the Hammerhead Shareholders and the DCRD Shareholders will become New SPAC Shareholders.

 

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The following table illustrates the varying ownership levels of New SPAC Common Shares after the Business Combination under three scenarios: (1) one with no redemptions by DCRD Public Shareholders (2) one with illustrative redemptions by DCRD Public Shareholders and (3) one with maximum redemptions by DCRD Public Shareholders (totals may not add to 100.0% due to rounding):

 

     Assuming No
Redemptions
     %     Assuming
Illustrative
Redemptions
     %     Assuming
Maximum
Redemptions
     %  

Shares held by current Hammerhead Shareholders (other than the Riverstone Parties)

     17,807,460        13.9     17,807,460        15.9     17,807,460        18.5

Shares held by current DCRD Public Shareholders

     31,625,000        24.8     15,812,500        14.1     —          —  

Shares held by DCRD Initial Shareholders(1)

     3,557,812        2.8     3,557,812        3.2     3,557,812        3.7

Shares held by the Riverstone Parties (including the Riverstone Fund V Entities)(2)

     74,769,607        58.5     74,769,607        66.8     74,769,607        77.8
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total New SPAC Common Shares

     127,759,879        100.0     111,947,379        100.0     96,134,879        100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

Shares held by DCRD Sponsor, DCRD management, and certain members of the DCRD Board after the Founder Transfer. Excludes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

(2)

Includes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

Please see the subsection entitled “The Business Combination—Total New SPAC Common Shares to Be Issued in the Business Combination” and the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

The figures in the above table are presented only as illustrative examples and are based on assumptions described above, which may be different from the actual amount of redemptions in connection with the Business Combination.

Description of New SPAC Securities

If the Business Combination is successfully completed, Hammerhead Shareholders and DCRD Shareholders will become New SPAC Shareholders, and their rights as New SPAC Shareholders will be governed by New SPAC’s organizational documents adopted at Closing and the laws of the Province of Alberta, Canada. Please see the section entitled “Description of New SPAC Securities” elsewhere in this proxy statement/prospectus for additional information.

Recommendation of the Special Committee

The Riverstone Parties are shareholders of, and together own a controlling interest in, Hammerhead and are also affiliates of DCRD Sponsor, and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. DCRD Sponsor is also an affiliate of Riverstone. In light of the fact that Mr. Tichio and certain other members of the DCRD Board may have potential conflicts of interest in the Business Combination, as well as the terms of the DCRD Articles requiring DCRD to

 

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obtain a fairness opinion if DCRD enters into a business combination with an entity that is affiliated with DCRD Sponsor or any of DCRD management, the DCRD Board established a committee, referred to as the “Special Committee,” comprised of directors who were and are not shareholders of, or affiliated with, Hammerhead.

The Special Committee, with the advice and assistance of DCRD’s financial advisors, evaluated the terms of the Business Combination Agreement and the transactions contemplated thereby. The Special Committee was actively engaged in the process on a continuous and regular basis.

After careful consideration, on September 25, 2022, the Special Committee unanimously (i) determined that the terms and conditions of the Business Combination Agreement and the Business Combination were advisable, fair to and in the best interests of DCRD and (ii) resolved to recommend that the DCRD Board approve the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See the subsection entitled “The Business Combination—Recommendation of the Special Committee” for more information.

Opinion of Financial Advisor to DCRD Special Committee

On September 17, 2022, Duff & Phelps, independent financial advisor to the Special Committee, presented its financial analysis with respect to the aggregate consideration to be paid by DCRD in the Business Combination and, on September 25, 2022, Duff & Phelps confirmed such analysis. On September 25, 2022, Duff & Phelps delivered its written opinion (the “Fairness Opinion”) to the Special Committee that, as of the date of the Fairness Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Fairness Opinion, the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to the holders of capital stock of Hammerhead, in the aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement is fair, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor, including the applicable affiliates and affiliated persons of DCRD Sponsor and Riverstone (without giving effect to any impact of the Business Combination on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead). See the subsection entitled “The Business Combination—Opinion of Financial Advisor to the Special Committee” for more information.

The DCRD Board’s Reasons for Approval of the Business Combination

After careful consideration, the DCRD Board unanimously recommends, based in part on the unanimous recommendation of the Special Committee, that DCRD Shareholders vote “FOR” the approval of the Business Combination Proposal. For a more complete description of the DCRD Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the DCRD Board, see the subsection entitled “The Business Combination— DCRD Board and Special Committee’s Reasons for Approving the Business Combination.”

Satisfaction of 80% Test

It is a requirement under the DCRD Articles and NASDAQ listing requirements that the business or assets acquired in an Initial Business Combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on

 

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the income earned on the Trust Account) at the time of the execution of a definitive agreement for an Initial Business Combination. In connection with its evaluation and approval of the Business Combination, the DCRD Board determined that the fair market value of Hammerhead represents at least 80% of the net assets of DCRD held in the Trust Account.

Extraordinary and General Meeting of DCRD Shareholders

Date, Time and Place

The DCRD Shareholders’ Meeting will be held both in person on January 23, 2023 at 10:00 a.m., Eastern Time at the offices of Vinson & Elkins L.L.P. located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036 and virtually via live webcast at https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023, pursuant to the procedures described in this proxy statement/prospectus, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Proposals

At the DCRD Shareholders’ Meeting, DCRD Shareholders will be asked to consider and vote upon the following Proposals:

 

   

Proposal No. 1 — Domestication Proposal — To approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws;

 

   

Proposal No. 2 — Business Combination Proposal — To approve, by Special Resolution, the Business Combination Agreement, dated September 25, 2022, by and among DCRD, Hammerhead, NewCo and AmalCo, and the Business Combination, including the Arrangement Resolution pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) following the Domestication, the SPAC Amalgamation will take place, and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) on the Closing Date, the Company Amalgamation will take place, with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC;

 

   

Proposal No. 3 — Advisory Organizational Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately as the Sub-Proposals in accordance with SEC guidance;

 

   

Proposal No. 4 — Extension Proposal — To approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles; and

 

   

Proposal No. 5 — The Adjournment Proposal — If put to DCRD Shareholders for a vote, to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing Proposals. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

 

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Voting Power; Record Date

Only DCRD Shareholders of record at the close of business on December 14, 2022, the record date for the DCRD Shareholders’ Meeting, will be entitled to vote at the DCRD Shareholders’ Meeting. In respect of the Domestication Proposal, each holder of DCRD Class B Ordinary Shares is entitled under the DCRD Articles to ten votes for each DCRD Class B Ordinary Share registered in its name as of the close of business on the record date, and each holder of DCRD Class A Ordinary Shares is entitled to one vote for each DCRD Class A Ordinary Share registered in its name as of the close of business on the record date. In respect of the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Extension Proposal and (if put) the Adjournment Proposal, each DCRD Shareholder is entitled to one vote for each DCRD Ordinary Share registered in its name as of the close of business on the record date. If a DCRD Shareholder’s DCRD Ordinary Shares are held in “street name” or are in a margin or similar account, such shareholder should contact its broker, bank or other nominee to ensure that votes related to the shares beneficially owned by such shareholder are properly counted. On the record date, there were 39,531,250 DCRD Ordinary Shares outstanding, of which 31,625,000 are DCRD Public Shares and 7,906,250 are DCRD Class B Ordinary Shares held by DCRD Sponsor and DCRD’s independent directors.

Proxy Solicitation

Proxies may be solicited by mail but also may be made by telephone, in person or by electronic means. DCRD has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a DCRD Shareholder grants a proxy, it may still vote its shares online if it revokes its proxy before the DCRD Shareholders’ Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of DCRD Shareholders—Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the DCRD Shareholders’ Meeting

A quorum of DCRD Shareholders is necessary to hold a valid meeting. A quorum will be present at the DCRD Shareholders’ Meeting if one or more shareholders holding at least one-third of the paid up voting share capital of DCRD attend virtually or in person or are represented by proxy at the DCRD Shareholders’ Meeting. Abstentions will count as present for the purposes of establishing a quorum.

Approval of the Domestication Proposal, the Business Combination Proposal and the Extension Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (6623%) of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class (provided that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal). The Advisory Organizational Documents Proposals and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class. Accordingly, a DCRD Shareholder’s failure to vote by proxy or to vote online at the DCRD Shareholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the DCRD Shareholders’ Meeting (assuming a quorum is present).

The Closing is conditioned on the approval of the Domestication Proposal and the Business Combination Proposal at the DCRD Shareholders’ Meeting. The Advisory Organizational Documents Proposals are

 

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non-binding and are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Extension Proposal is conditioned on the approval of the Domestication Proposal and the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

Recommendation to DCRD Shareholders

The DCRD Board believes that each of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Extension Proposal and the Adjournment Proposal (if put) is in the best interests of DCRD and recommends that DCRD Shareholders vote “FOR” each Proposal being submitted to a vote of the DCRD Shareholders at the DCRD Shareholders’ Meeting.

When you consider the unanimous recommendation of the DCRD Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as shareholders, DCRD Sponsor and certain members of DCRD management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination—Interests of Certain Persons in the Business Combination.”

Vote of the DCRD Initial Shareholders and DCRD’s Other Directors and Officers

Prior to the DCRD IPO, DCRD entered into the IPO Letter Agreement pursuant to which each agreed to vote any DCRD Ordinary Shares owned by them in favor of an Initial Business Combination. Concurrently with the execution and delivery of the Business Combination Agreement, DCRD, DCRD management and DCRD Sponsor entered into the Letter Agreement Amendment, pursuant to which such parties agreed, effective concurrently with the execution and delivery of the Business Combination Agreement, that DCRD Sponsor will be prohibited from voting any DCRD Class A Ordinary Shares purchased by DCRD Sponsor following DCRD’s public announcement of DCRD’s intention to engage in the Transactions for or against the Transactions. The IPO Letter Agreement applies to the DCRD Initial Shareholders, including DCRD Sponsor, as it relates to the DCRD Founder Shares and the requirement to vote all of the DCRD Founder Shares in favor of the Business Combination Proposal. As of the record date, the DCRD Founder Shareholders own 7,906,250 DCRD Founder Shares, representing approximately 20% of the DCRD Ordinary Shares then outstanding and entitled to vote at the DCRD Shareholders’ Meeting. DCRD Sponsor and DCRD management have agreed to waive any redemption rights with respect to DCRD Class A Ordinary Shares purchased in the DCRD IPO or in the aftermarket, in connection with the Business Combination. Additionally, pursuant to the DCRD Articles, the DCRD Initial Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares held by them in connection with the consummation of the Business Combination or upon DCRD’s liquidation. The DCRD Founder Shares will be worthless if no Business Combination is effected by DCRD by the Deadline Date. However, DCRD Sponsor and DCRD management are entitled to redemption rights upon DCRD’s liquidation with respect to any DCRD Class A Ordinary Shares they may own.

Interests of Certain Persons in the Business Combination

In considering the unanimous recommendation of the DCRD Board to vote in favor of the Business Combination, DCRD Shareholders should be aware that, aside from their interests as shareholders, DCRD Sponsor and certain members of DCRD management have interests in the Business Combination that are different from, or in addition to, those of other DCRD Shareholders generally. DCRD’s directors were aware of

 

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and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to DCRD Shareholders that they approve the Business Combination. DCRD Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

   

Pursuant to the DCRD Articles, the DCRD Founder Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares and have agreed to waive redemption rights with respect to any DCRD Public Shares held by them in connection with the consummation of the Initial Business Combination. Additionally, DCRD Founder Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares held by them if DCRD fails to consummate the Initial Business Combination within 18 months after the closing of the DCRD IPO. If DCRD does not complete the Initial Business Combination within such applicable time period, the proceeds of the sale of the DCRD Private Placement Warrants held in the Trust Account will be used to fund the redemption of the DCRD Public Shares, and the DCRD Private Placement Warrants will expire without the receipt of any value by the holders of such warrants. Since DCRD Sponsor and DCRD management directly or indirectly own DCRD Ordinary Shares and DCRD Private Placement Warrants, DCRD management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Initial Business Combination;

 

   

The fact that DCRD Initial Shareholders paid an aggregate of approximately $25,000 for the 7,906,250 DCRD Founder Shares, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $80,406,563, based on the closing price of the DCRD Class A Ordinary Shares of $10.17 per share on December 14, 2022, the record date for the DCRD Shareholders’ Meeting, resulting in a theoretical gain of $80,381,563;

 

   

The fact that given the differential in the purchase price that DCRD Sponsor paid for the DCRD Founder Shares as compared to the price of the DCRD Units sold in the DCRD IPO and the 3,464,323 New SPAC Common Shares that DCRD Sponsor will receive upon conversion of the DCRD Founder Shares in connection with the Business Combination, DCRD Sponsor and its affiliates may earn a positive rate of return on their investment even if the New SPAC Common Shares trade below the price initially paid for the DCRD Units in the DCRD IPO and the DCRD Public Shareholders experience a negative rate of return following the completion of the Business Combination;

 

   

The fact that DCRD Sponsor and DCRD’s independent directors currently hold and, following the Founder Transfer, will hold a pecuniary interest in, an aggregate of 12,737,500 DCRD Private Placement Warrants that would expire worthless if an Initial Business Combination is not consummated, which if unrestricted and freely tradable would be valued at approximately $6,750,875, based on the closing price of the DCRD Public Warrants of $0.53 per warrant on December 14, 2022, the record date for the DCRD Shareholders’ Meeting;

 

   

The fact that certain members of DCRD management collectively own, directly or indirectly, a material interest in DCRD Sponsor;

 

   

DCRD Sponsor and DCRD management may have a conflict of interest with respect to evaluating a business combination and financing arrangements as DCRD may obtain loans from DCRD Sponsor or an affiliate of DCRD Sponsor or any of DCRD management to finance transaction costs in connection with the Initial Business Combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the DCRD Private Placement Warrants, including as to exercise price, exercisability and exercise period;

 

   

The DCRD Articles provide that DCRD renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity

 

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for any member of DCRD management on the one hand, and DCRD, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of DCRD management to any other entity. DCRD is not aware of any such corporate opportunities not being offered to DCRD and does not believe that waiver of the corporate opportunities doctrine has materially affected DCRD’s search for an acquisition target or will materially affect DCRD’s ability to complete an Initial Business Combination;

 

   

If the Trust Account is liquidated, including in the event DCRD is unable to complete an Initial Business Combination within the required time period, DCRD Sponsor has agreed to indemnify DCRD to ensure that the proceeds in the Trust Account are not reduced below $10.10 per DCRD Public Share, or such lesser amount per DCRD Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRD’s independent public accountants) for services rendered or products sold to DCRD or (b) a prospective target business with which DCRD has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

The fact that DCRD Sponsor and DCRD management will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRD’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $3.7 million as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting;

 

   

The fact that DCRD Sponsor will benefit from the completion of an Initial Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to DCRD Shareholders rather than liquidate;

 

   

The anticipated appointment of each of Robert Tichio and James McDermott, members of the DCRD Board, as directors on the New SPAC Board in connection with the closing of the Business Combination;

 

   

The fact that New SPAC will indemnify DCRD Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the Business Combination and DCRD Sponsor’s ownership of DCRD Securities or its control or ability to influence DCRD;

 

   

The fact that the Riverstone Parties are shareholders of, and together own a controlling interest in, Hammerhead and are also affiliates of DCRD Sponsor, and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. DCRD Sponsor is also an affiliate of Riverstone. Immediately following the Closing, and assuming none of the DCRD Public Shareholders elect to redeem their New SPAC Class A Common Shares that they receive in exchange for their DCRD Class A Ordinary Shares in connection with the Business Combination, the Riverstone Parties are expected to beneficially own approximately 58.5% of the New SPAC Common Shares (including New SPAC Class A Common Shares received in exchange for DCRD Founder Shares held by certain Riverstone Fund V Entities pursuant to the Founder Transfer); and

 

   

The terms and provisions of the Related Agreements as set forth in detail under the subsection entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.”

 

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The table set forth below summarizes the anticipated interests of the Riverstone Parties, DCRD Sponsor and DCRD management in New SPAC as of Closing along with the value of such interests based on (i) in the case of DCRD Sponsor’s and DCRD management’s interests, the closing price of the DCRD Public Warrants and DCRD Class A Ordinary Shares as of December 14, 2022, which would be lost if an Initial Business Combination is not completed by DCRD by the Deadline Date, and (ii) the transaction value:

 

Name of Holder

 

Type of Holder

  Total Purchase
Price / Capital
Contributions
    Number of
New SPAC
Private Placement
Warrants
    Value of
New SPAC
Private Placement
Warrants8
    Number of
New SPAC
Common
Shares
    Value of
New SPAC
Common Shares10
    Value of
New SPAC
Common Shares
Based on
Transaction  Value11
 

Decarbonization Plus Acquisition Sponsor IV LLC1

  DCRD Shareholder   $ 1,666,932 7      —       $ —         3,464,323     $ 35,232,162     $ 35,201,360  

Riverstone Parties2

  Hammerhead Shareholder   $ 914,515,062 12      12,737,500     $ 6,750,875       74,769,607 9    $ 760,406,903     $ 759,742,112  

James AC McDermott3

  DCRD Director   $ 136       —       $ —         37,396     $ 380,316     $ 379,984  

Dr. Jennifer Aaker4

  DCRD Director   $ 68       —       $ —         18,698     $ 190,158     $ 189,992  

Jane Kearns5

  DCRD Director   $ 68       —       $ —         18,698     $ 190,158     $ 189,992  

Jeffrey Tepper6

  DCRD Director   $ 68       —       $ —         18,698     $ 190,158     $ 189,992  

 

1

DCRD directors, Pierre Lapeyre, Jr. and David Leuschen, director and Chief Executive Officer, Robert Tichio, Chief Financial Officer, Chief Accounting Officer and Secretary, Peter Haskopoulos and Chairman of the DCRD Board, Erik Anderson (through his interest in WRG), each hold an indirect economic interest in DCRD Sponsor. Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 12,488,255 New SPAC Private Placement Warrants with a corresponding purchase price of $12,488,255 and 4,234,172 New SPAC Common Shares with a corresponding purchase price of $13,334.75 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, DCRD Sponsor will be entitled to receive $12,512,766 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.

2

DCRD directors Pierre Lapeyre, Jr. and David Leuschen, director and Chief Executive Officer Robert Tichio and Chief Financial Officer, Chief Accounting Officer and Secretary Peter Haskopoulos and Hammerhead director Jesal Shah each have an indirect economic interest in the Riverstone Parties.

3

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 99,698 New SPAC Private Placement Warrants with a corresponding purchase price of $99,698 and 45,706 New SPAC Common Shares with a corresponding purchase price of $166.10 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Mr. McDermott will be entitled to receive $99,893 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business CombinationAgreement and Related AgreementsRelated Agreements.

4

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Dr. Aaker will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common

 

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  Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.
5

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Ms. Kearns will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.

6

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Mr. Tepper will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.

7

Includes (i) amount DCRD Sponsor has agreed to pay for certain of DCRD’s expenses in the form of non-interest bearing advances, an amount which, as of September 30, 2022, was approximately $1,656,022 and (ii) $10,910.25 which represents capital contribution made by DCRD Sponsor in exchange for the 3,464,323 DCRD Founder Shares, which DCRD Sponsor will retain after the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

8

Based on the closing price of the DCRD Public Warrants of $0.53 per warrant on December 14, 2022.

9

Includes 4,348,438 shares that will be held by certain Riverstone Fund V Entities after the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

10

Based on the closing price of the DCRD Class A Ordinary Shares of $10.17 per share on December 14, 2022.

11

Based on a post-transaction equity value of New SPAC of $1.298 billion and assuming the Base Scenario (as described in the subsection entitled “The Business Combination—Total New SPAC Common Shares to Be Issued in the Business Combination”) with no redemptions.

12

Includes (i) $901,763,812 of invested capital by the Riverstone Parties in Hammerhead, (ii) $12,737,500, which is equal to the cost of the 12,737,500 New SPAC Private Placement Warrants, which certain Riverstone Fund V Entities will hold pursuant to the Founder Transfer and (iii) $13,750 which represents capital contributions made by DCRD Sponsor in exchange for the 4,348,438 DCRD Founder Shares, which certain Riverstone Fund V Entities will hold pursuant to the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Recognizing the potentially differing interests of DCRD Sponsor, its affiliates and some officers and directors of DCRD from the interests of the DCRD Shareholders caused by the economic interests described in the table above and in an effort to mitigate potential conflicts of interest, the DCRD Board formed the Special Committee, and the Special Committee engaged independent advisors to assist the Special Committee in evaluating the Business Combination, which included several meetings between the Special Committee and such advisors to discuss and consider the financial and legal terms of the transaction and the financial and operating performance of certain publicly traded companies deemed similar to Hammerhead in one or more respects. The Special Committee also considered certain mitigating factors, including (i) DCRD’s and Hammerhead’s respective business combination processes (which included, among other things, extensive negotiations of alternative business combination proposals), (ii) the formation of the Special Committee and the Hammerhead Special Committee to review the Business Combination on behalf of the DCRD Board and the Hammerhead

 

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Board, respectively, (iii) the fact that the terms of the Business Combination Agreement and the other ancillary agreements are consistent with the market for such terms, and (iv) the anticipated disclosure of potential conflicts of interests in this proxy statement/prospectus. In addition, the Special Committee and the DCRD Board considered the Fairness Opinion rendered by Duff & Phelps to the Special Committee prior to the execution of the Business Combination Agreement, as to the fairness, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor, including the applicable affiliates and affiliated persons of DCRD Sponsor and Riverstone, as of the date of such opinion, of the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to the holders of capital stock of Hammerhead, in the aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement (without giving effect to any impact of the Business Combination or any part thereof on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead), which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described under the subsection entitled “The Business Combination—Opinion of Financial Advisor to the Special Committee.”

The Special Committee and the DCRD Board reviewed and considered the foregoing interests during the negotiation of the Business Combination and in evaluating and unanimously approving the Business Combination Agreement and the transactions contemplated therein.

Redemption Rights

Pursuant to the DCRD Articles, a DCRD Public Shareholder may request that New SPAC redeem all or a portion of the New SPAC Class A Common Shares it receives in exchange for its DCRD Public Shares for cash if the Business Combination is consummated. The redemption will take place following the Company Amalgamation Effective Time and, accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practical after the Company Amalgamation Effective Time. As a DCRD Public Shareholder, you will be entitled to exercise your redemption rights if you:

(a) hold DCRD Public Shares, or if you hold DCRD Units, you elect to separate your DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising your redemption rights;

(b) submit a written request to Continental Stock Transfer & Trust Company, the Transfer Agent, in which you (i) request to exercise your redemption rights with respect to all or a portion of your DCRD Public Shares for cash, and (ii) identify yourself as the beneficial holder of the DCRD Public Shares and provide your legal name, phone number and address; and

(c) deliver your DCRD Public Shares to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their DCRD Public Shares in the manner described above prior to 10:30 a.m., Eastern Time, on January 19, 2023 (two business days before the DCRD Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of DCRD Units must elect to separate the DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising their redemption rights with respect to the DCRD Public Shares. If DCRD Public Shareholders hold their DCRD Units in an account at a brokerage firm or bank, such DCRD Public Shareholders must notify their broker or bank that they elect to separate the DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants, or if a holder holds DCRD Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, the Transfer Agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to DCRD

 

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in order to validly exercise its redemption rights. DCRD Public Shareholders may elect to exercise their redemption rights with respect to their DCRD Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the DCRD Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a DCRD Public Shareholder properly exercises its redemption rights with respect to all or a portion of the DCRD Public Shares that it holds and timely delivers its shares to the Transfer Agent, New SPAC will redeem the related New SPAC Class A Common Shares for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, including interest earned on the fund held in the Trust Account and not previously released to DCRD to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.16 per issued and outstanding DCRD Public Share. If a DCRD Public Shareholder exercises its redemption rights in full, then it will not own DCRD Public Shares or New SPAC Class A Common Shares following the redemption. The redemption will take place following the Company Amalgamation, and, accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practical after the Company Amalgamation Effective Time. Please see the subsection entitled “Extraordinary General Meeting of DCRD Shareholders —Redemption Rights” elsewhere in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your DCRD Public Shares.

Certain Information Relating to New SPAC

NewCo/New SPAC Board Before the Business Combination

Prior to the consummation of the SPAC Amalgamation, the NewCo Board consists of Scott Sobie, Michael G. Kohut, Robert Tichio and Jesal Shah. In connection with the SPAC Amalgamation, the members of the DCRD Board will become the members of the New SPAC Board. In connection with the Company Amalgamation, Scott Sobie, Michael G. Kohut, A. Stewart Hanlon, J. Paul Charron, Robert Tichio, Jesal Shah, James McDermott and Bryan Begley will become the members of the New SPAC Board.

New SPAC Board and Executive Officers Following the Business Combination

The executive officers and directors of New SPAC following the Company Amalgamation will be as follows:

 

Name

   Age   

Position

Scott Sobie    58    President, Chief Executive Officer and Director Nominee
Michael G. Kohut    56    Senior Vice President, Chief Financial Officer and Director Nominee
Daniel Labelle    52    Senior Vice President, Development and A&D
David Anderson    52    Senior Vice President, Operations and Alternative Energy
Nicki Stevens    53    Senior Vice President, Production, Marketing and ESG
A. Stewart Hanlon    62    Director Nominee
J. Paul Charron    65    Director Nominee
Robert Tichio    45    Director Nominee
Jesal Shah    37    Director Nominee
James McDermott    54    Director Nominee
Bryan Begley    51    Director Nominee

Please see the section entitled “Management of New SPAC After the Business Combination” elsewhere in this proxy statement/prospectus for biographies and additional information.

 

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Listing of New SPAC Class A Common Shares and New SPAC Warrants on the NASDAQ and the TSX

NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on the NASDAQ and the TSX. Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing applications. Any such listing of the New SPAC Common Shares and New SPAC Warrants will be conditional upon New SPAC fulfilling all of the listing requirements and conditions of the TSX and the NASDAQ, respectively. It is anticipated that upon the Closing the New SPAC Class A Common Shares and New SPAC Warrants will be listed on the NASDAQ under the ticker symbols “HHRS” and “HHRSW,” respectively, and on the TSX under the ticker symbols “HHRS” and “HHRS.WT,” respectively.

Delisting of DCRD Common Stock and Deregistration of DCRD

DCRD and Hammerhead anticipate that, following consummation of the Business Combination, the DCRD Class A Ordinary Shares, DCRD Units and DCRD Warrants will be delisted from the NASDAQ, and DCRD will be deregistered under the Exchange Act.

Comparison of Corporate Governance and Shareholder Rights

There are certain differences in the rights of DCRD Shareholders prior to the Business Combination and the rights of New SPAC Shareholders after the Business Combination. Please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information.

Appraisal or Dissent Rights

No dissent rights are available to DCRD Shareholders under the ABCA in connection with the Business Combination nor are appraisal rights available to holders of DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares in connection with the Business Combination. However, DCRD Shareholders are still entitled to exercise the rights of redemption as set out in the subsection entitled “Extraordinary General Meeting of DCRD Shareholders—Redemption Rights” and the DCRD Board has determined that the redemption proceeds payable to DCRD Shareholders who exercise such redemption rights represents the fair value of those DCRD Ordinary Shares. Please see the subsection entitled “The Business Combination—Appraisal or Dissent Rights” for more information.

Material Tax Considerations with Respect to the Business Combination and Ownership of New SPAC Securities

Please see the sections entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders” and “Material Canadian Tax Considerations” elsewhere in this proxy statement/prospectus.

Anticipated Accounting Treatment

The Business Combination is not within the scope of IFRS 3 since DCRD does not meet the definition of a business in accordance with IFRS 3. Given the substance of the transaction, the Business Combination will be accounted for as a share-based payment transaction within the scope of IFRS 2 as it relates to the stock exchange listing service received and under other relevant standards for cash acquired, replacement of warrants or other assets acquired and liabilities assumed. Hammerhead will be treated as the “acquirer” and DCRD will be treated

 

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as the “acquiree” for financial reporting purposes given that Hammerhead’s operations will comprise the operations of New SPAC, Hammerhead’s executive management will be the executive management of New SPAC, Hammerhead’s director appointees will hold the majority of director seats of New SPAC, and Hammerhead’s existing shareholders will be the largest shareholder group of New SPAC. Under this method of accounting, the net assets of Hammerhead will be stated at historical cost, with no goodwill or other intangible assets recorded.

In accordance with IFRS 2, the differences in the fair value of the consideration (i.e., shares issued by New SPAC) for the acquisition of DCRD over the fair value of the identifiable net assets of DCRD will represent a service for the listing of New SPAC and be recognized as a share-based payment expense. The consideration for the acquisition of DCRD was determined using the closing prices of DCRD Class A Ordinary Shares. The DCRD Public Warrants and DCRD Private Placement Warrants are assumed to be part of the Business Combination and are assumed as a part of the identifiable net assets of DCRD. The replacement of warrants is then separately accounted for under IAS 32- Financial Instruments: Presentations (“IAS 32”). As it is expected the fair value of DCRD Public Warrants and DCRD Private Placement Warrants will have similar fair value as those of New SPAC Public Warrants as of the Closing, no material impact into profit or loss is expected.

Risk Factor Summary

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to New SPAC and Hammerhead’s business and industry and the Business Combination are summarized below.

 

   

Hammerhead’s future performance may be affected by the financial, operational, environmental and safety risks associated with the exploration, development and production of oil and natural gas.

 

   

The prices of crude oil, NGLs and natural gas are volatile, outside of Hammerhead’s control and affect its revenues, profitability, cash flows and future rate of growth.

 

   

Adverse general economic, business and industry conditions could have a material adverse effect on Hammerhead’s results of operations and cash flow.

 

   

Various factors may adversely impact the marketability of oil and natural gas, affecting net production revenue, production volumes and development and exploration activities.

 

   

The anticipated benefits of acquisitions may not be achieved and Hammerhead may dispose of non-core assets for less than their carrying value on the financial statements as a result of weak market conditions.

 

   

The COVID-19 pandemic continues to cause disruptions in economic activity in Canada and internationally and impact demand for oil, natural gas liquids and natural gas.

 

   

The success of Hammerhead’s operations may be negatively impacted by factors outside of its control resulting in operational delays and cost overruns.

 

   

Lack of capacity and/or regulatory constraints on gathering and processing facilities, pipeline systems and railway lines may have a negative impact on Hammerhead’s ability to produce and sell its oil and natural gas.

 

   

Hammerhead competes with other oil and gas companies, some of which have greater financial and operational resources.

 

   

Changes to the demand for oil and natural gas products and the rise of petroleum alternatives may negatively affect Hammerhead’s financial condition, results of operations and cash flow.

 

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Modification to current, or implementation of additional, regulations may reduce the demand for oil and natural gas and/or increase Hammerhead’s costs and/or delay planned operations.

 

   

Hammerhead relies on surface and groundwater licenses, which, if rescinded or the conditions of which are amended, could disrupt its business and have a material adverse effect on its business, financial condition, results of operations and prospects.

 

   

Breaches of Hammerhead’s cyber-security and loss of, or unauthorized access to, data may adversely impact Hammerhead’s operations and financial position.

 

   

Hammerhead is subject to laws, rules, regulations and policies regarding data privacy and security. Many of these laws and regulations are subject to change and reinterpretation, and could result in claims, changes to its business practices, monetary penalties, increased cost of operations or other harm to its business.

 

   

Changes to applicable tax laws and regulations or exposure to additional tax liabilities could adversely affect New SPAC’s business and future profitability.

 

   

In the event that New SPAC expands Hammerhead’s operations, including to jurisdictions in which the tax laws may not be favorable, New SPAC’s effective tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or New SPAC may be subject to future changes in tax laws, in each case, the impacts of which could adversely affect New SPAC’s after-tax profitability and financial results.

 

   

New SPAC (or, prior to the SPAC Amalgamation, DCRD) might be a “passive foreign investment company,” or “PFIC”, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

 

   

New SPAC will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

 

   

New SPAC may identify internal control weaknesses in the future or otherwise fail to develop and maintain an effective system of internal controls, which may result in material misstatements of financial statements and/or New SPAC’s inability to meet periodic reporting obligations.

 

   

Hammerhead may be adversely affected by foreign currency and interest rate fluctuations.

 

   

Failure to comply with anticorruption, economic sanctions, and anti-money laundering laws—including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act, Criminal Code, Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act, United Nations Act and Freezing of Corrupt Foreign Officials Act, and similar laws associated with activities outside of the United States or Canada—could subject Hammerhead to penalties and other adverse consequences.

 

   

Failure to comply with laws relating to labor and employment could subject Hammerhead to penalties and other adverse consequences.

 

   

As a “foreign private issuer” under the rules and regulations of the SEC, New SPAC will be, permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and may follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.

 

   

Concentration of ownership among Hammerhead’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

 

   

A significant portion of New SPAC’s total outstanding shares will be restricted from immediate resale but may be sold into the market shortly after the Business Combination. This could cause the market

 

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price of New SPAC Class A Common Shares to drop significantly, even if its business is performing well.

 

   

The success of New SPAC following the Business Combination depends on the business operations of Hammerhead, which exposes investors to a concentration of risk in the limited sectors in which Hammerhead’s business is focused.

 

   

DCRD and Hammerhead expect to incur significant transaction costs in connection with the Business Combination.

 

   

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

 

   

If the Domestication and SPAC Amalgamation do not qualify as a “reorganization” under Section 368(a) of the Code, DCRD Shareholders and/or DCRD Warrant Holders may be required to pay substantial U.S. federal income taxes.

 

   

Whether a redemption of New SPAC Class A Common Shares will be treated as a sale of such New SPAC Class A Common Shares for U.S. federal income tax purposes will depend on a U.S. Holder’s specific facts. Additionally, New SPAC might be a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders who exercise their redemption right.

Controlled Company Exemption

Following the completion of the Business Combination, the Riverstone Parties will control a majority of the voting power of the outstanding New SPAC Common Shares. As a result, New SPAC will be a “controlled company” within the meaning of NASDAQ rules, and New SPAC may qualify for and rely on exemptions from certain corporate governance requirements. Under NASDAQ corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements to:

 

   

have a board that includes a majority of “independent directors,” as defined under NASDAQ rules;

 

   

have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

   

have independent director oversight of director nominations.

New SPAC intends to rely on the exemption from having a board that includes a majority of “independent directors” as defined under NASDAQ rules. New SPAC may elect to rely on additional exemptions and it will be entitled to do so for as long as New SPAC is considered a “controlled company,” and to the extent it relies on one or more of these exemptions, holders of New SPAC Common Shares will not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

Market Prices and Dividends

New SPAC

Historical market price information regarding New SPAC is not provided because there is no public market for its securities.

New SPAC has not paid any cash dividends on the New SPAC Common Shares to date.

 

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DCRD

The DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants are currently listed on the NASDAQ under the symbols “DCRDU,” “DCRD” and “DCRDW,” respectively. Each DCRD Unit consists of one DCRD Class A Ordinary Share and one-half of one DCRD Public Warrant. The DCRD Units commenced trading on August 11, 2021. Commencing October 1, 2021, holders of DCRD Units were permitted to elect to separately trade DCRD Class A Ordinary Shares and DCRD Public Warrants included in the DCRD Units.

The following table sets forth, for the period indicated, the high and low sales prices per DCRD Unit, DCRD Class A Ordinary Share and DCRD Public Warrant as reported on the NASDAQ for the periods presented:

 

     DCRD Units
(DCRDU)
     DCRD Class A
Ordinary Shares
(DCRD)
     DCRD Public
Warrants
(DCRDW)
 
     High      Low      High      Low      High      Low  

2022

                 

Quarter ending December 31 (through December 14, 2022)

   $ 10.44      $ 10.04      $ 10.20      $ 10.04      $ 0.68      $ 0.52  

Quarter ended September 30

   $ 10.29      $ 9.98      $ 10.15      $ 9.91      $ 0.60      $ 0.11  

Quarter ended June 30

   $ 10.73      $ 10.07      $ 9.96      $ 9.87      $ 0.59      $ 0.20  

Quarter ended March 31

   $ 10.41      $ 10.11      $ 9.95      $ 9.83      $ 0.97      $ 0.42  

2021

                 

Quarter ended December 31

   $ 10.65      $ 10.04      $ 10.56      $ 9.75      $ 1.40      $ 0.51  

August 11, 2021 to September 30

   $ 10.24      $ 9.99        —          —          —          —    

On September 23, 2022, the last trading date before the public announcement of the Business Combination, DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants closed at $10.11, $10.03 and $0.1899, respectively.

DCRD has not paid any cash dividends on the DCRD Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

Hammerhead

Historical market price information regarding Hammerhead is not provided because there is no public market for its securities. Hammerhead has also not paid any dividends since incorporation and instead has directed cash flows to capital expenditures and debt reduction. The amount of future cash dividends, if any, is not assured and will be subject to the discretion of the Hammerhead Board and will depend on a variety of factors, including fluctuations in commodity prices, production levels, capital expenditure requirements, debt service requirements, operating costs, royalty burdens, foreign exchange rates, contractual restrictions (including under credit facilities), financing agreement covenants, solvency tests imposed by corporate law and other factors that the Hammerhead Board may deem relevant. See “Risk Factors.”

 

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the Proposals to be voted on at the DCRD Shareholders’ Meeting. The risks discussed herein have been identified based on an evaluation of the historical risks faced by Hammerhead and DCRD and relate to current expectations as to future risks that may result from the Business Combination. Certain of the following risk factors apply to the business and operations of Hammerhead and will also apply to the business and operations of New SPAC following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New SPAC following the Business Combination. This could cause the trading price of the DCRD Ordinary Shares, the DCRD Units, the DCRD Warrants, the New SPAC Class A Common Shares or the New SPAC Warrants to decline, perhaps significantly, and you therefore may lose all or part of your investment. You should carefully consider the following risk factors in conjunction with the other information included in this proxy statement/prospectus, including matters addressed in the section entitled Cautionary Note Regarding Forward-Looking Statements,” “Hammerhead Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “DCRD Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of Hammerhead, the financial statements of DCRD and notes to the financial statements included herein. The risks discussed below are not exhaustive and are based on certain assumptions made by NewCo, DCRD and Hammerhead which later may prove to be incorrect or incomplete. Investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Hammerhead, DCRD and New SPAC. Each of New SPAC, DCRD and Hammerhead may face additional risks and uncertainties that are not presently known to it, or that are currently deemed immaterial, which may also impair its business or financial condition.

Risks Related to Hammerhead’s Business and the E&P Industry

Hammerhead’s future performance may be affected by the financial, operational, environmental and safety risks associated with the exploration, development and production of oil and natural gas.

Oil and natural gas operations involve many risks. The long-term commercial success of Hammerhead depends on its ability to find, acquire, develop and commercially produce oil and natural gas reserves. Without the continual addition of new reserves, Hammerhead’s existing reserves, and the production from them, will decline over time as Hammerhead produces from such reserves. A future increase in Hammerhead’s reserves will depend on both the ability of Hammerhead to explore and develop its existing properties and its ability to select and acquire suitable producing properties or prospects. Hammerhead may not be able to continue to find satisfactory properties to acquire or participate in. Moreover, management of Hammerhead may determine that current markets, terms of acquisitions, participation or pricing conditions make potential acquisitions or participation uneconomic. Hammerhead may not discover or acquire further commercial quantities of oil and natural gas.

Future oil and natural gas exploration may involve unprofitable efforts from dry wells or from wells that are productive but do not produce sufficient petroleum substances to return a profit after drilling, completing (including hydraulic fracturing), operating and other costs. Completion of a well does not ensure a profit on the investment or recovery of drilling, completion and operating costs.

Drilling hazards, environmental damage and various field operating conditions could greatly increase the cost of operations and adversely affect the production from successful wells. Field operating conditions include, but are not limited to, delays in obtaining governmental approvals or consents, shut-ins of wells resulting from extreme weather conditions, insufficient storage or transportation capacity or geological and mechanical

 

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conditions. It is not possible to eliminate production delays and declines from normal field operating conditions, which can negatively affect revenue and cash flow levels to varying degrees.

Oil and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including fire, explosion, blowouts, cratering, sour gas releases, spills and other environmental hazards. These typical risks and hazards could result in substantial damage to oil and natural gas wells, production facilities, other property and the environment and cause personal injury or threaten wildlife. An unintentional leak of sour gas could result in personal injury, loss of life or damage to property and may necessitate an evacuation of populated areas, all of which could result in liability to Hammerhead.

Oil and natural gas production operations are also subject to geological and seismic risks, including encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations. Losses resulting from the occurrence of any of these risks may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

The prices of crude oil, NGLs and natural gas are volatile, outside of Hammerhead’s control and affect its revenues, profitability, cash flows and future rate of growth.

Hammerhead’s revenues, profitability, cash flows and future rate of growth are highly dependent on commodity prices. Commodity prices may fluctuate widely in response to relatively minor changes in the supply of and demand for crude oil, NGLs and natural gas, market uncertainty and a variety of additional factors that are beyond Hammerhead’s control, such as:

 

   

domestic and global supply of and demand for crude oil, NGLs and natural gas, as impacted by economic factors that affect gross domestic product growth rates of countries around the world, including impacts from international trade, pandemics and related concerns;

 

   

market expectations with respect to future supply of crude oil, NGLs and natural gas demand and price changes;

 

   

global crude oil, NGLs and natural gas inventory levels;

 

   

volatility and trading patterns in the commodity-futures markets;

 

   

the proximity, capacity, cost and availability of pipelines and other transportation facilities;

 

   

the capacity of refiners to utilize available supplies of crude oil and condensate;

 

   

weather conditions affecting supply and demand;

 

   

overall domestic and global political and economic conditions;

 

   

actions of OPEC, its members and other state-controlled oil companies relating to oil price and production controls;

 

   

fluctuations in the value of the US dollar;

 

   

the price and quantity of crude oil, NGLs and LNG imports to and exports from the US and other countries;

 

   

the development of new hydrocarbon exploration, production and transportation methods of technological advancements in existing methods, including hydraulic fracturing;

 

   

capital investments by oil and gas companies relating to the exploration, development and production of hydrocarbons;

 

   

social attitudes or policies affecting energy consumption and energy supply;

 

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domestic and foreign governmental regulations, including environmental regulations, climate change regulations and applicable tax regulations;

 

   

shareholder activism or activities by non-governmental organizations to limit certain sources of capital for the energy sector or restrict the exploration, development and production of crude oil and natural gas; and

 

   

the effect of energy conservation efforts and the price, availability and acceptance of alternative energies, including renewable energy.

Commodity prices have historically been, and continue to be, extremely volatile. Hammerhead expects this volatility to continue. Hammerhead makes price assumptions that are used for planning purposes, and a significant portion of its cash outlays, including capital and transportation commitments, are largely fixed in nature. Accordingly, if commodity prices are below the expectations on which these commitments were based, Hammerhead’s financial results are likely to be adversely affected because these cash outlays are not variable in the short term and cannot be quickly reduced to respond to unanticipated decreases in commodity prices. Hammerhead’s risk management arrangements will not fully mitigate the effects of price volatility.

Significant or extended price declines could also materially and adversely affect the amount of crude oil, NGLs and natural gas that Hammerhead can economically produce, require Hammerhead to make significant downward adjustments to its reserve estimates or result in the deferral or cancellation of Hammerhead’s growth projects. A reduction in production could also result in a shortfall in expected cash flows and require Hammerhead to reduce capital spending or borrow funds or access the capital markets to cover any such shortfall. Any of these factors could negatively affect Hammerhead’s ability to replace its production and its future rate of growth.

Hammerhead’s financial condition is substantially dependent on, and highly sensitive to, the prevailing prices of crude oil and natural gas. Low prices for crude oil and natural gas produced by Hammerhead could have a material adverse effect on Hammerhead’s operations, financial condition and the value and amount of Hammerhead’s reserves.

Prices for crude oil and natural gas fluctuate in response to changes in the supply of, and demand for, crude oil and natural gas, market uncertainty and a variety of additional factors beyond Hammerhead’s control. Crude oil prices are primarily determined by international supply and demand. Factors which affect crude oil prices include the actions of OPEC, the condition of the Canadian, United States, European and Asian economies, government regulation, political stability in the Middle East and elsewhere, the supply of crude oil in North America and internationally, the ability to secure adequate transportation for products, the availability of alternate fuel sources and weather conditions. Natural gas prices realized by Hammerhead are affected primarily in North America by supply and demand, weather conditions, industrial demand, prices of alternate sources of energy and developments related to the market for liquefied natural gas. All of these factors are beyond Hammerhead’s control and can result in a high degree of price volatility. Fluctuations in currency exchange rates further compound this volatility when commodity prices, which are generally set in U.S. dollars, are stated in Canadian dollars.

Hammerhead’s financial performance also depends on revenues from the sale of commodities which differ in quality and location from underlying commodity prices quoted on financial exchanges. Of particular importance are the price differentials between Hammerhead’s light/medium oil and heavy oil (in particular the light/heavy differential) and quoted market prices. Not only are these discounts influenced by regional supply and demand factors, they are also influenced by other factors such as transportation costs, capacity and interruptions, refining demand, the availability and cost of diluents used to blend and transport product and the quality of the oil produced, all of which are beyond Hammerhead’s control. In addition, there is not sufficient pipeline capacity for Canadian crude oil to access the American refinery complex or tidewater to access world markets and the availability of additional transport capacity via rail is more expensive and variable; therefore, the price for Canadian crude oil is very sensitive to pipeline and refinery outages, which contributes to this volatility.

 

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Decreases to or prolonged periods of low commodity prices, particularly for oil, may negatively impact Hammerhead’s ability to meet guidance targets, maintain Hammerhead’s business and meet all of Hammerhead’s financial obligations as they come due. It could also result in the shut-in of currently producing wells without an equivalent decrease in expenses due to fixed costs, a delay or cancellation of existing or future drilling, development or construction programs, un-utilized long-term transportation commitments and a reduction in the value and amount of Hammerhead’s reserves.

Hammerhead conducts assessments of the carrying value of Hammerhead’s assets in accordance with IFRS. If crude oil and natural gas forecast prices decline, the carrying value of Hammerhead’s assets could be subject to downward revisions and Hammerhead’s net earnings could be adversely affected.

Adverse general economic, business and industry conditions could have a material adverse effect on Hammerhead’s results of operations and cash flow.

The demand for energy, including crude oil, NGLs and natural gas, is generally linked to broad-based economic activities. If there is a slowdown in economic growth, an economic downturn or recession or other adverse economic or political development in the US, Europe, or Asia, there could be a significant adverse effect on global financial markets and commodity prices. In addition, hostilities in the Middle East and Ukraine and the occurrence or threat of terrorist attacks in the US or other countries could adversely affect the global economy. Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19 (coronavirus), may adversely affect Hammerhead by (i) reducing global economic activity thereby resulting in lower demand for crude oil, NGL and natural gas, (ii) impairing its supply chain, for example, by limiting the manufacturing of materials or the supply of goods and services used in Hammerhead’s operations, and (iii) affecting the health of its workforce, rendering employees unable to work or travel. These and other factors that affect the demand for crude oil, NGLs and natural gas, and Hammerhead’s business and industry, could ultimately have an adverse impact on Hammerhead’s results of operations and cash flows.

Various factors may adversely impact the marketability of oil and natural gas, affecting net production revenue, production volumes and development and exploration activities.

Hammerhead’s ability to market its oil and natural gas may depend upon its ability to acquire capacity in pipelines that deliver oil, NGLs and natural gas to commercial markets or contract for the delivery of oil and NGLs by rail. Numerous factors beyond Hammerhead’s control do, and will continue to, affect the marketability and price of oil and natural gas acquired, produced, or discovered by Hammerhead, including:

 

   

deliverability uncertainties related to the distance Hammerhead’s reserves are from pipelines, railway lines and processing and storage facilities;

 

   

operational problems affecting pipelines, railway lines and processing and storage facilities; and

 

   

government regulation relating to prices, taxes, royalties, land tenure, allowable production and the export of oil and natural gas.

Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of additional factors beyond the control of Hammerhead. These factors include economic and political conditions in the United States, Canada, Europe, China and emerging markets, the actions of OPEC, governmental regulation, political stability in the Middle East, Northern Africa and elsewhere, the foreign supply and demand of oil and natural gas, risks of supply disruption, the price of foreign imports and the availability of alternative fuel sources. Prices for oil and natural gas are also subject to the availability of foreign markets and Hammerhead’s ability to access such markets. Oil prices are expected to remain volatile as a result of global excess supply due to the increased growth of shale oil production in the United States, the decline in global demand for exported crude oil commodities, OPEC’s recent decisions pertaining to the oil production of OPEC member countries, and non-OPEC member

 

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countries’ decisions on production levels, among other factors. A material decline in prices could result in a reduction of Hammerhead’s net production revenue. The economics of producing from some wells may change because of lower prices, which could result in reduced production of oil or natural gas and a reduction in the volumes and the value and amount of Hammerhead’s reserves. Hammerhead might also elect not to produce from certain wells at lower prices.

All these factors could result in a material decrease in Hammerhead’s net production revenue and a reduction in its oil and natural gas production, development and exploration activities. Any substantial and extended decline in the price of oil and natural gas would have an adverse effect on Hammerhead’s carrying value of its reserves, borrowing capacity, revenues, profitability and cash flows from operations and may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Oil and natural gas prices may be volatile for a variety of reasons including market uncertainties over the supply and demand of these commodities due to the current state of the world economies, the ongoing COVID-19 pandemic, OPEC actions, political uncertainties, sanctions imposed on certain oil producing nations by other countries and conflicts in Ukraine and the Middle East. Prices for oil and natural gas are also subject to the availability of foreign markets and Hammerhead’s ability to access such markets. A material decline in prices could result in a reduction of Hammerhead’s net production revenue. The economics of producing from some wells may change because of lower prices, which could result in reduced production of oil or natural gas and a reduction in the volumes and the value of Hammerhead’s reserves. Hammerhead might also elect not to produce from certain wells at lower prices. Any substantial and extended decline in the price of oil and natural gas would have an adverse effect on Hammerhead’s carrying value of its reserves, borrowing capacity, revenues, profitability and cash flows from operations and may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Volatile oil and natural gas prices make it difficult to estimate the value of producing properties for acquisitions and often cause disruption in the market for oil and natural gas producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for, and project the return on, acquisitions and development and exploitation projects.

The anticipated benefits of acquisitions may not be achieved and Hammerhead may dispose of non-core assets for less than their carrying value on the financial statements as a result of weak market conditions.

Hammerhead considers acquisitions and dispositions of businesses and assets in the ordinary course of business. Achieving the benefits of acquisitions depends on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner and Hammerhead’s ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with those of Hammerhead. The integration of acquired businesses and assets may require substantial management effort, time and resources, diverting management’s focus from other strategic opportunities and operational matters. Management continually assesses the value and contribution of services provided by third parties and the resources required to provide such services. In this regard, non-core assets may be periodically disposed of so Hammerhead can focus its efforts and resources more efficiently. Depending on the market conditions for such non-core assets, certain non-core assets of Hammerhead may realize less on disposition than their carrying value on the financial statements of Hammerhead.

Hammerhead’s business may be adversely affected by political and social events and decisions made in Canada.

Hammerhead’s results can be adversely impacted by political, legal, or regulatory developments in Canada that affect local operations and local and international markets. Changes in government, government

 

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policy or regulations, changes in law or interpretation of settled law, third-party opposition to industrial activity generally or projects specifically, and duration of regulatory reviews could impact Hammerhead’s existing operations and planned projects. This includes actions by regulators or political actors to delay or deny necessary licenses and permits for Hammerhead’s activities or restrict the operation of third-party infrastructure that Hammerhead relies on. Additionally, changes in environmental regulations, assessment processes or other laws, and increasing and expanding stakeholder consultation (including Indigenous stakeholders), may increase the cost of compliance or reduce or delay available business opportunities and adversely impact Hammerhead’s results.

Other government and political factors that could adversely affect Hammerhead’s financial results include increases in taxes or government royalty rates (including retroactive claims) and changes in trade policies and agreements. Further, the adoption of regulations mandating efficiency standards, and the use of alternative fuels or uncompetitive fuel components could affect Hammerhead’s operations. Many governments are providing tax advantages and other subsidies to support alternative energy sources or are mandating the use of specific fuels or technologies. Governments and others are also promoting research into new technologies to reduce the cost and increase the scalability of alternative energy sources, and the success of these initiatives may decrease demand for Hammerhead’s products.

A change in federal, provincial or municipal governments in Canada may have an impact on the directions taken by such governments on matters that may impact the oil and natural gas industry including the balance between economic development and environmental policy. The oil and natural gas industry has become an increasingly politically polarizing topic in Canada, which has resulted in a rise in civil disobedience surrounding oil and natural gas development—particularly with respect to infrastructure projects. Protests, blockades and demonstrations have the potential to delay and disrupt Hammerhead’s activities.

Global political events may adversely affect commodity prices which in turn affect Hammerhead’s cash flow.

Political events throughout the world that cause disruptions in the supply of oil continuously affect the marketability and price of oil and natural gas acquired or discovered by Hammerhead. Conflicts, or conversely peaceful developments, arising outside of Canada, including changes in political regimes or the parties in power, have a significant impact on the price of oil and natural gas. Any particular event could result in a material decline in prices and result in a reduction of Hammerhead’s net production revenue.

Hammerhead’s properties may be subject to terrorist attack or actions by non-governmental agencies.

In addition to the risks outlined above related to geopolitical developments, Hammerhead’s oil and natural gas properties, wells and facilities could be subject to a terrorist attack, physical sabotage or public opposition. Such public opposition could expose Hammerhead to the risk of higher costs, delays or even project cancellations due to increased pressure on governments and regulators by special interest groups including Indigenous groups, landowners, environmental interest groups (including those opposed to oil and natural gas production operations) and other non-governmental organizations, blockades, legal or regulatory actions or challenges, increased regulatory oversight, reduced support from the federal, provincial or municipal governments, delays in, challenges to, or the revocation of regulatory approvals, permits and/or licenses, and direct legal challenges, including the possibility of climate-related litigation. Hammerhead may not be able to satisfy the concerns of the special interest groups and non-governmental organizations and attempting to address such concerns may require Hammerhead to incur significant and unanticipated capital and operating expenditures. If any of Hammerhead’s properties, wells or facilities are the subject of terrorist attack or sabotage, it may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects. Hammerhead does not have insurance to protect against such risks.

 

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The COVID-19 pandemic continues to cause disruptions in economic activity in Canada and internationally and impact demand for oil, natural gas liquids and natural gas.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, prompting many countries around the world to close international borders and order the closure of institutions and businesses deemed non-essential. This resulted in a swift and significant reduction in economic activity in Canada and internationally along with a sudden drop in demand for oil, liquids and natural gas. Since 2020, oil prices have largely recovered from their historic lows, but price support from future demand remains uncertain as countries experience varying degrees of virus outbreak and newly emerging virus variants following efforts to re-open local economies and international borders. Low commodity prices resulting from reduced demand associated with the impact of COVID-19 has had, and may continue to have, a negative impact on Hammerhead’s operational results and financial condition. Low prices for oil, liquids and natural gas will reduce Hammerhead’s funds from operations, and impact Hammerhead’s level of capital investment and may result in the reduction of production at certain producing properties.

The effects of COVID-19 may also include disruptions to production operations, access to materials and services, increased employee absenteeism from illness, and temporary closures of Hammerhead’s facilities.

The extent to which Hammerhead’s operational and financial results continue to be affected by COVID-19 will depend on various factors and consequences beyond its control such as the duration and scope of the pandemic; additional actions taken by business and government in response to the pandemic, and the speed and effectiveness of responses to combat the virus. Additionally, COVID-19 and its effect on local and global economic conditions stemming from the pandemic could also aggravate the other risk factors identified herein, the extent of which is not yet known.

The successful operation of a portion of Hammerhead’s properties is dependent on third parties.

Other companies operate some of the assets in which Hammerhead has an interest. Hammerhead has limited ability to exercise influence over the operation of those assets or their associated costs, which could adversely affect Hammerhead’s financial performance. Hammerhead’s return on assets operated by others depends upon a number of factors that may be outside of Hammerhead’s control, including the timing and amount of capital expenditures, the operator’s expertise and financial resources, the approval of other participants, the selection of technology and risk management practices.

In addition, due to volatile commodity prices, many companies, including companies that may operate some of the assets in which Hammerhead has an interest, may be in financial difficulty, which could impact their ability to fund and pursue capital expenditures, carry out their operations in a safe and effective manner and satisfy regulatory requirements with respect to abandonment and reclamation obligations. If companies that operate some of the assets in which Hammerhead has an interest fail to satisfy regulatory requirements with respect to abandonment and reclamation obligations, Hammerhead may be required to satisfy such obligations and to seek reimbursement from such companies. To the extent that any of such companies go bankrupt, become insolvent or make a proposal or institute any proceedings relating to bankruptcy or insolvency, it could result in such assets being shut-in, Hammerhead potentially becoming subject to additional liabilities relating to such assets and Hammerhead having difficulty collecting revenue due from such operators or recovering amounts owing to Hammerhead from such operators for their share of abandonment and reclamation obligations. Any of these factors could have a material adverse effect on Hammerhead’s financial and operational results.

Hammerhead relies on surface and groundwater licenses, which, if rescinded or the conditions of which are amended, could disrupt its business and have a material adverse effect on its business, financial condition, results of operations and prospects.

Hammerhead relies on access to both surface and groundwater, which is obtained under government licenses, to provide the substantial quantities of water required for certain of its operations. The licenses to

 

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withdraw water may be rescinded and additional conditions may be added to these licenses. Further, Hammerhead may have to pay increased fees for the use of water in the future and any such fees may be uneconomic. Finally, new projects or the expansion of existing projects may be dependent on securing licenses for additional water withdrawal, and these licenses may be granted on terms not favorable to Hammerhead, or at all, and such additional water may not be available to divert under such licenses. Any prolonged droughts in the Grande Prairie area could result in Hammerhead’s surface and groundwater licenses being subject to additional conditions or recission. Hammerhead’s inability to secure surface and groundwater licenses in the future and any amendment to or recissions of, its current licenses may disrupt its business and have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Hammerhead may have to pay certain costs associated with abandonment and reclamation.

Hammerhead will need to comply with the terms and conditions of environmental and regulatory approvals and all legislation regarding the abandonment of its projects and reclamation of the project lands at the end of their economic life, which may result in substantial abandonment and reclamation costs. Any failure to comply with the terms and conditions of Hammerhead’s approvals and legislation may result in the imposition of fines and penalties, which may be material. Generally, abandonment and reclamation costs are substantial and, while Hammerhead accrues a reserve in its financial statements for such costs in accordance with IFRS, such accruals may be insufficient.

It is not possible at this time to estimate abandonment and reclamation costs reliably since they will, in part, depend on future regulatory requirements. In addition, in the future, Hammerhead may determine it prudent or be required by applicable laws, regulations or regulatory approvals to establish and fund one or more reclamation funds to provide for payment of future abandonment and reclamation costs. If Hammerhead establishes a reclamation fund, its liquidity and cash flow may be adversely affected.

Alberta has developed liability management programs designed to prevent taxpayers from incurring costs associated with suspension, abandonment, remediation and reclamation of wells, facilities and pipelines if a licensee or permit holder is unable to satisfy its regulatory obligations. The implementation of or changes to the requirements of liability management programs may result in significant increases to the security that must be posted by licensees, increased and more frequent financial disclosure obligations or may result in the denial of license or permit transfers, which could impact the availability of capital to be spent by such licensees which could in turn materially adversely affect Hammerhead’s business and financial condition. In addition, these liability management programs may prevent or interfere with a licensee’s ability to acquire or dispose of assets, as both the vendor and the purchaser of oil and natural gas assets must be in compliance with the liability management programs (both before and after the transfer of the assets) for the applicable regulatory agency to allow for the transfer of such assets.

Due to the geographical concentration of Hammerhead’s assets, Hammerhead may be disproportionately impacted by delays or interruptions in the regions in which it operates.

Hammerhead’s properties and production are focused in the Gold Creek, Karr and Simonette areas of Alberta. As a result, Hammerhead may be disproportionately exposed to the impact of delays or interruptions of production caused by transportation capacity constraints, curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of transportation of oil or natural gas produced from the wells in these areas. In addition, the effect of fluctuations on supply and demand may become more pronounced within the specific geographic oil and gas producing areas in which Hammerhead’s properties are located, which may cause these conditions to occur with greater frequency or magnify the effect of these conditions on Hammerhead. Due to the concentrated nature of Hammerhead’s portfolio of properties, a number of Hammerhead’s properties could experience one or more of the same conditions at the same time, resulting in a relatively greater impact on Hammerhead’s results of operations than they might have on other companies that

 

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have a more diversified portfolio of properties. Such delays or interruptions could have a material adverse effect on the operating results and financial condition of Hammerhead.

The success of Hammerhead’s operations may be negatively impacted by factors outside of its control resulting in operational delays and cost overruns.

Hammerhead manages a variety of small and large projects in the conduct of its business. Project interruptions may delay expected revenues from operations. Significant project cost overruns could make a project uneconomic. Hammerhead’s ability to execute projects and to market oil and natural gas depends upon numerous factors beyond Hammerhead’s control, including:

 

   

availability of processing capacity;

 

   

availability and proximity of pipeline capacity;

 

   

availability of storage capacity;

 

   

availability of, and the ability to acquire, water supplies needed for drilling, hydraulic fracturing and waterfloods or Hammerhead’s ability to dispose of water used or removed from strata at a reasonable cost and in accordance with applicable environmental regulations;

 

   

effects of inclement and severe weather events, including fire, drought and flooding;

 

   

availability of drilling and related equipment;

 

   

unexpected cost increases;

 

   

accidental events;

 

   

currency fluctuations;

 

   

regulatory changes;

 

   

availability and productivity of skilled labour; and

 

   

regulation of the oil and natural gas industry by various levels of government and governmental agencies.

Because of these factors, Hammerhead could be unable to execute projects on time, on budget, or at all and may be unable to market the oil and natural gas that it produces effectively.

Lack of capacity and/or regulatory constraints on gathering and processing facilities, pipeline systems and railway lines may have a negative impact on Hammerhead’s ability to produce and sell its oil and natural gas.

Hammerhead delivers its products through gathering and processing facilities, pipeline systems and, may in certain circumstances, deliver by truck and rail. The amount of oil and natural gas that Hammerhead can produce and sell is subject to the accessibility, availability, proximity and capacity of these gathering and processing facilities, pipeline systems, trucking and railway lines. The lack of availability of capacity in any of the gathering and processing facilities, pipeline systems and railway lines could result in Hammerhead’s inability to realize the full economic potential of its production or in a reduction of the price offered for Hammerhead’s production. The lack of firm pipeline capacity continues to affect the oil and natural gas industry and limit the ability to transport produced oil and gas to market. In addition, the pro-rationing of capacity on inter-provincial pipeline systems continues to affect the ability to export oil and natural gas. Unexpected shut downs or curtailment of capacity of pipelines for maintenance or integrity work or because of actions taken by regulators could also affect Hammerhead’s production, operations and financial results.

A portion of Hammerhead’s production may, from time to time, be processed through facilities owned by third parties and over which Hammerhead does not have control. From time to time, these facilities may

 

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discontinue or decrease operations either as a result of normal servicing requirements or as a result of unexpected events. A discontinuation or decrease of operations could have a material adverse effect on Hammerhead’s ability to process its production and deliver the same to market. Midstream and pipeline companies may take actions to maximize their return on investment, which may in turn adversely affect producers and shippers, especially when combined with a regulatory framework that may not always align with the interests of particular shippers.

Hammerhead competes with other oil and natural gas companies, some of which have greater financial and operational resources.

The petroleum industry is competitive in all of its phases. Hammerhead competes with numerous other entities in the exploration, development, production and marketing of oil and natural gas. Hammerhead’s competitors include oil and natural gas companies that may have substantially greater financial resources, staff and facilities than those of Hammerhead. Some of these companies not only explore for, develop and produce oil and natural gas, but also carry on refining operations and market oil and natural gas on an international basis. As a result of these complementary activities, some of these competitors may have greater and more diverse competitive resources to draw on than Hammerhead. Hammerhead’s ability to increase its reserves in the future will depend not only on its ability to explore and develop its present properties, but also on its ability to select and acquire other suitable producing properties or prospects for exploratory drilling. Competitive factors in the distribution and marketing of oil and natural gas include price, process, and reliability of delivery and storage.

Hammerhead also faces competition from companies that supply alternative resources of energy, such as wind or solar power. Other factors that could affect competition in the marketplace include additional discoveries of hydrocarbon reserves by Hammerhead’s competitors, changes in the cost of production, and political and economic factors and other factors outside of Hammerhead’s control.

The petroleum industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies that may increase the viability of reserves or reduce production costs. Other companies may have greater financial, technical and personnel resources that allow them to implement and benefit from such technological advantages. Hammerhead may not be able to respond to such competitive pressures and implement such technologies on a timely basis, or at an acceptable cost. If Hammerhead does implement such technologies, Hammerhead may not do so successfully. One or more of the technologies currently utilized by Hammerhead or implemented in the future may become obsolete. If Hammerhead is unable to utilize the most advanced commercially available technology, or is unsuccessful in implementing certain technologies, its business, financial condition and results of operations could also be adversely affected in a material way.

Changes to the demand for oil and natural gas products and the rise of petroleum alternatives may negatively affect Hammerhead’s financial condition, results of operations and cash flow.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas and technological advances in fuel economy and renewable energy generation systems could reduce the demand for oil, natural gas and liquid hydrocarbons. Recently, certain jurisdictions have implemented policies or incentives to decrease the use of hydrocarbons and encourage the use of renewable fuel alternatives, which may lessen the demand for petroleum products and put downward pressure on commodity prices. Advancements in energy efficient products have a similar effect on the demand for oil and natural gas products. Hammerhead cannot predict the impact of changing demand for oil and natural gas products, and any major changes may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and cash flow by decreasing Hammerhead’s profitability, increasing its costs, limiting its access to capital and decreasing the value of its assets.

 

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Modification to current, or implementation of additional, regulations may reduce the demand for oil and natural gas and/or increase Hammerhead’s costs and/or delay planned operations.

The oil and gas industry in Canada is a regulated industry. Various levels of governments impose extensive controls and regulations on oil and natural gas operations (including exploration, development, production, pricing, marketing and transportation). Governments may regulate or intervene with respect to exploration and production activities, prices, taxes, royalties and the exportation of oil and natural gas. Amendments to these controls and regulations may occur from time to time in response to economic or political conditions. The implementation of new regulations or the modification of existing regulations affecting the oil and natural gas industry could reduce demand for oil and natural gas and increase Hammerhead’s costs, either of which may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects. Further, the ongoing third party challenges to regulatory decisions or orders has reduced the efficiency of the regulatory regime, as the implementation of the decisions and orders has been delayed resulting in uncertainty and interruption to business of the oil and natural gas industry.

In order to conduct oil and natural gas operations, Hammerhead will require regulatory permits, licenses, registrations, approvals and authorizations from various governmental authorities at the municipal, provincial and federal level. Hammerhead may not be able to obtain all of the permits, licenses, registrations, approvals and authorizations that may be required to conduct operations that it may wish to undertake. In addition, certain federal legislation such as the Competition Act and the Investment Canada Act could negatively affect Hammerhead’s business, financial condition and the market value of its securities or its assets, particularly when undertaking, or attempting to undertake, acquisition or disposition activity.

Changes to royalty regimes may negatively impact Hammerhead’s cash flows.

The governments in Canada may adopt new royalty regimes, or modify the existing royalty regimes, which may have an impact on the economics of Hammerhead’s projects. An increase in royalties would reduce Hammerhead’s earnings and could make future capital investments, or Hammerhead’s operations, less economic.

Implementation of new regulations on hydraulic fracturing may lead to operational delays, increased costs and/or decreased production volumes, adversely affecting Hammerhead’s financial position. Hammerhead’s operations are dependent upon the availability of water and its ability to dispose of produced water from drilling and production activities.

Hydraulic fracturing involves the injection of water, sand, and small amounts of additives under high pressure into tight rock formations that were previously unproductive to stimulate the production of oil, liquids and natural gas. Concerns about seismic activity, including earthquakes, caused by hydraulic fracturing has resulted in regulatory authorities implementing additional protocols for areas that are prone to seismic activity or completely banning hydraulic fracturing in other areas. Any new laws, regulations, or permitting requirements regarding hydraulic fracturing could lead to operational delays, increased operating costs, third-party or governmental claims, and could increase Hammerhead’s costs of compliance and doing business, as well as delay the development of oil, liquids and natural gas resources from shale formations, which are not commercial without the use of hydraulic fracturing. Restrictions or bans on hydraulic fracturing in the areas where Hammerhead operates could result in Hammerhead being unable to economically recover its oil and gas reserves and reserves, which would result in a significant decrease in the value of Hammerhead’s assets.

Water is an essential component of Hammerhead’s drilling and hydraulic fracturing processes. Limitations or restrictions on Hammerhead’s ability to secure sufficient amounts of water (including limitations resulting from natural causes such as drought), could materially and adversely impact its operations. Severe drought conditions can result in local water authorities taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic fracturing in order to protect the local water supply. If Hammerhead is unable to obtain water to use in its operations from local sources it may need to be obtained from new sources and transported to drilling sites, resulting in increased costs, which could have a material adverse effect on its financial condition, results of operations, and cash flows.

 

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In addition, Hammerhead must dispose of the fluids produced from oil, liquids and natural gas production operations, including produced water, which it does directly or through the use of third-party vendors. The legal requirements related to the disposal of produced water into a non-producing geologic formation by means of underground injection wells are subject to change based on concerns of the public or governmental authorities regarding such disposal activities.

Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated laws and regulations regarding waste disposal. These developments could result in additional regulation and restrictions on the use of injection wells by Hammerhead or by commercial disposal well vendors that Hammerhead may use from time to time to dispose of produced water. Increased regulation and attention given to induced seismicity could also lead to greater opposition, including litigation to limit or prohibit oil and natural gas activities utilizing injection wells for produced water disposal. Any one or more of these developments may result in Hammerhead or its vendors having to limit disposal well volumes, disposal rates and pressures or locations, or require Hammerhead or its vendors to shut down or curtail the injection of produced water into disposal wells, which events could have a material adverse effect on Hammerhead’s business, financial condition, and results of operations.

Compliance with environmental regulations requires the dedication of a portion of Hammerhead’s financial and operational resources.

All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, provincial and local laws and regulations. Environmental legislation provides for, among other things, the initiation and approval of new oil and natural gas projects restrictions and prohibitions on the spill, release or emission of various substances produced in association with oil and natural gas industry operations, and the generation, storage, transportation, and disposal of hazardous substances and wastes. In addition, such legislation sets out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well and facility sites. New environmental legislation at the federal and provincial levels may increase uncertainty among oil and natural gas industry participants as the new laws are implemented, and the effects of the new rules and standards are felt in the oil and natural gas industry.

Compliance with environmental legislation can require significant expenditures and a breach of applicable environmental legislation may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require Hammerhead to incur costs to remedy such discharge. Environmental compliance requirements may result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Restrictions on the availability of and access to drilling equipment may impede Hammerhead’s exploration and development activities.

Oil and natural gas exploration and development activities are dependent on the availability of drilling and related equipment (typically leased from third parties) as well as skilled personnel trained to use such equipment in the areas where such activities will be conducted. Demand for such limited equipment, or access restrictions, may affect the availability of such equipment to Hammerhead and may delay exploration and development activities.

 

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Climate change concerns could result in increased operating costs and reduced demand for Hammerhead’s products and securities, while the potential physical effects of climate change could disrupt Hammerhead’s production and cause it to incur significant costs in preparing for or responding to those effects.

Global climate issues continue to attract public and scientific attention. Numerous reports, including reports from the Intergovernmental Panel on Climate Change, have engendered concern about the impacts of human activity, especially hydrocarbon combustion, on global climate issues. In turn, increasing public, government, and investor attention is being paid to global climate issues and to emissions of greenhouse gases (“GHG”), including emissions of carbon dioxide and methane from the production and use of oil, liquids and natural gas. The majority of countries across the globe, including Canada, have agreed to reduce their carbon emissions in accordance with the Paris Agreement. In addition, during the course of the 2021 United Nations Climate Change Conference in Glasgow, Scotland, Canada’s Prime Minister Justin Trudeau made several pledges aimed at reducing Canada’s GHG emissions and environmental impact. As discussed below, Hammerhead faces both transition risks and physical risks associated with climate change and climate change policy and regulations.

Foreign and domestic governments continue to evaluate and implement policy, legislation, and regulations focused on restricting emissions commonly referred to as GHG emissions and promoting adaptation to climate change and the transition to a low-carbon economy. It is not possible to predict what measures foreign and domestic governments may implement in this regard, nor is it possible to predict the requirements that such measures may impose or when such measures may be implemented. However, international multilateral agreements, the obligations adopted thereunder and legal challenges concerning the adequacy of climate-related policy brought against foreign and domestic governments may accelerate the implementation of these measures. Given the evolving nature of climate change policy and the control of GHG emissions and resulting requirements, including carbon taxes and carbon pricing schemes implemented by varying levels of government, it is expected that current and future climate change regulations will have the effect of increasing Hammerhead’s operating expenses, and, in the long-term, potentially reducing the demand for oil, liquids, natural gas and related products, resulting in a decrease in Hammerhead’s profitability and a reduction in the value of its assets.

Concerns about climate change have resulted in a number of environmental activists and members of the public opposing the continued extraction and development of fossil fuels, which has influenced investors’ willingness to invest in the oil and natural gas industry. Historically, political and legal opposition to the fossil fuel industry focused on public opinion and the regulatory process. More recently, however, there has been a movement to more directly hold governments and oil and natural gas companies responsible for climate change through climate litigation. Claims have been made against certain energy companies alleging that GHG emissions from oil and natural gas operations constitute a public nuisance under certain laws or that such energy companies provided misleading disclosure to the public and investors of current or future risks associated with climate change. As a result, individuals, government authorities, or other organizations may make claims against oil and natural gas companies, including Hammerhead, for alleged personal injury, property damage, or other potential liabilities. While Hammerhead is not a party to any such litigation or proceedings, it could be named in actions making similar allegations. An unfavorable ruling in any such case could adversely affect the demand for and price of securities issued by Hammerhead, impact its operations and have an adverse impact on its financial condition.

Given the perceived elevated long-term risks associated with policy development, regulatory changes, public and private legal challenges, or other market developments related to climate change, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, banks, public pension funds, universities and other institutional investors, promoting direct engagement and dialogue with companies in their portfolios on climate change action (including exercising their voting rights on matters relating to climate change) and increased capital allocation to investments in low-carbon assets and businesses while decreasing the carbon intensity of their portfolios through, among other measures, divestments of companies with high exposure to GHG-intensive operations and products. Certain stakeholders have also

 

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pressured insurance providers and commercial and investment banks to reduce or stop financing, and providing insurance coverage to oil and natural gas and related infrastructure businesses and projects. The impact of such efforts require Hammerhead’s management to dedicate significant time and resources to these climate change-related concerns, may adversely affect Hammerhead’s operations, the demand for and price of Hammerhead’s securities and may negatively impact Hammerhead’s cost of capital and access to the capital markets.

Emissions, carbon and other regulations impacting climate and climate-related matters are constantly evolving. With respect to environmental, social, governance (“ESG”) and climate reporting, the International Sustainability Standards Board has issued an IFRS Sustainability Disclosure Standard with the aim to develop sustainability disclosure standards that are globally consistent, comparable and reliable. If Hammerhead is not able to meet future sustainability reporting requirements of regulators or current and future expectations of investors, insurance providers, or other stakeholders, its business and ability to attract and retain skilled employees, obtain regulatory permits, licenses, registrations, approvals, and authorizations from various governmental authorities, and raise capital may be adversely affected.

The direct and indirect costs of various GHG regulations, existing and proposed, may adversely affect Hammerhead’s business, operations and financial results, including demand for Hammerhead’s products.

Hammerhead’s exploration and production facilities and other operations and activities emit GHGs which may require Hammerhead to comply with federal and/or provincial greenhouse gas emissions legislation in Canada. Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place to prevent climate change or mitigate its effects. The direct or indirect costs of compliance with GHG related regulations may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects. Hammerhead’s facilities may ultimately be subject to future regional, provincial and/or federal climate change regulations to manage GHG emissions.

Although it is not possible at this time to predict how new laws or regulations in the U.S. and Canada would impact Hammerhead’s business, any such future laws, regulations or legal requirements imposing reporting or permitting obligations on, or limiting emissions of GHGs from, Hammerhead’s equipment and operations could require Hammerhead to incur costs to reduce emissions of GHGs associated with its operations or to purchase emission credits or offsets as well as delays or restrictions in its ability to permit GHG emissions from new or modified sources. The direct or indirect costs of compliance with these regulations may have a material adverse effect on the business, financial condition, results of operations and prospects of Hammerhead. Any such regulations could also increase the cost of consumption, and thereby reduce demand for the oil, condensate and other NGLs and natural gas Hammerhead produces. Given the evolving nature of the discourse related to climate change and the control of GHGs and resulting regulatory requirements, it is not possible to predict with certainty the impact on Hammerhead and its operations and financial condition.

Physical risks associated with climate change.

Based on Hammerhead’s current understanding, the potential physical risks resulting from climate change are long-term in nature and associated with a high degree of uncertainty regarding timing, scope, and severity of potential impacts. Many experts believe global climate change could increase extreme variability in weather patterns such as increased frequency of severe weather, rising mean temperature and sea levels, and long-term changes in precipitation patterns. Extreme hot and cold weather, heavy snowfall, heavy rainfall, and wildfires may restrict Hammerhead’s ability to access its properties and cause operational difficulties, including damage to equipment and infrastructure. Extreme weather also increases the risk of personnel injury as a result of dangerous working conditions. Certain of Hammerhead’s assets are located in locations that are proximate to forests and rivers and a wildfire or flood may lead to significant downtime and/or damage to Hammerhead’s assets or cause disruptions to the production and transport of its products or the delivery of goods and services in its supply chain.

 

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A failure to secure the services and equipment necessary to Hammerhead’s operations for the expected price, on the expected timeline, or at all, may have an adverse effect on Hammerhead’s financial performance and cash flows.

Hammerhead’s operating costs could escalate and become uncompetitive due to supply chain disruptions, inflationary cost pressures, equipment limitations, escalating supply costs, commodity prices, and additional government intervention through stimulus spending or additional regulations. Hammerhead’s inability to manage costs may impact project returns and future development decisions, which could have a material adverse effect on its financial performance and cash flows.

The cost or availability of oil and gas field equipment may adversely affect Hammerhead’s ability to undertake exploration, development and construction projects. The oil and gas industry is cyclical in nature and is prone to shortages of supply of equipment and services including drilling rigs, geological and geophysical services, engineering and construction services, major equipment items for infrastructure projects and construction materials generally. These materials and services may not be available when required at reasonable prices. A failure to secure the services and equipment necessary to Hammerhead’s operations for the expected price, on the expected timeline, or at all, may have an adverse effect on Hammerhead’s financial performance and cash flows.

Oil and natural gas operations are subject to seasonal weather conditions and Hammerhead may experience significant operational delays as a result.

The level of activity in the Canadian oil and natural gas industry is influenced by seasonal weather patterns. Wet weather and spring thaw may make the ground unstable. Consequently, municipalities and provincial transportation departments enforce road bans that restrict the movement of rigs and other heavy equipment, thereby reducing activity levels. Certain oil and natural gas producing areas are located in areas that are inaccessible other than during the winter months because the ground surrounding the sites in these areas consists of swampy terrain. In addition, extreme cold weather, heavy snowfall and heavy rainfall may restrict Hammerhead’s ability to access its properties and cause operational difficulties. Seasonal factors and unexpected weather patterns may lead to declines in exploration and production activity and corresponding decreases in the demand for the goods and services of Hammerhead.

Hammerhead’s access to capital may be limited or restricted as a result of factors related and unrelated to it, impacting its ability to conduct future operations and acquire and develop reserves.

Hammerhead anticipates making substantial capital expenditures for the acquisition, exploration, development and production of oil and natural gas reserves in the future. As future capital expenditures will be financed out of cash generated from operations, borrowings and possible future equity sales, Hammerhead’s ability to do so is dependent on, among other factors:

 

   

the overall state of the capital markets;

 

   

Hammerhead’s credit rating (if applicable);

 

   

commodity prices;

 

   

interest rates;

 

   

royalty rates;

 

   

tax burden due to currently applicable tax laws and potential changes in tax laws; and

 

   

investor appetite for investments in the energy industry and Hammerhead’s securities in particular.

Further, if Hammerhead’s revenues or reserves decline, it may not have access to the capital necessary to undertake or complete future drilling programs. The current conditions in the oil and gas industry have

 

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negatively impacted the ability of oil and gas companies to access financing. Debt or equity financing or cash generated by operations may not be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, it may not be on terms acceptable to Hammerhead. Hammerhead may be required to seek additional equity financing on terms that are highly dilutive to existing shareholders. The inability of Hammerhead to access sufficient capital for its operations could have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Hammerhead may require additional financing, from time to time, to fund the acquisition, exploration and development of properties and its ability to obtain such financing in a timely fashion and on acceptable terms may be negatively impacted by the current economic and global market volatility.

Hammerhead’s cash flow from operations may not be sufficient to fund its ongoing activities at all times and, from time to time, Hammerhead may require additional financing in order to carry out its oil and natural gas acquisition, exploration and development activities. Failure to obtain financing on a timely basis could cause Hammerhead to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce its operations. Due to the conditions in the oil and natural gas industry and/or global economic and political volatility, Hammerhead may, from time to time, have restricted access to capital and increased borrowing costs. The current conditions in the oil and natural gas industry have negatively impacted the ability of oil and natural gas companies to access, or the cost of, additional financing.

As a result of global economic and political conditions and the domestic lending landscape, Hammerhead may, from time to time, have restricted access to capital and increased borrowing costs. If Hammerhead’s cash flow from operations decreases as a result of lower oil and natural gas prices or otherwise, it will affect Hammerhead’s ability to expend the necessary capital to replace its reserves or to maintain its production. To the extent that external sources of capital become limited, unavailable or available on onerous terms, Hammerhead’s ability to make capital investments and maintain existing assets may be impaired, and its assets, liabilities, business, financial condition and results of operations may be affected materially and adversely. In addition, the future development of Hammerhead’s properties may require additional financing and such financing may not be available or, if available, may not be available upon acceptable terms. Alternatively, any available financing may be highly dilutive to existing shareholders. Failure to obtain any financing necessary for Hammerhead’s capital expenditure plans may result in a delay in development or production on Hammerhead’s properties.

Defects in the title or rights to produce Hammerhead’s properties may result in a financial loss.

Hammerhead’s actual title to and interest in its properties, and its right to produce and sell the oil and natural gas therefrom, may vary from Hammerhead’s records. In addition, there may be valid legal challenges or legislative changes that affect Hammerhead’s title to and right to produce from its oil and natural gas properties, which could impair Hammerhead’s activities and result in a reduction of the revenue received by Hammerhead.

If a defect exists in the chain of title or in Hammerhead’s right to produce, or a legal challenge or legislative change arises, it is possible that Hammerhead may lose all, or a portion of, the properties to which the title defect relates and/or its right to produce from such properties. This may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Hammerhead’s estimated reserves are based on numerous factors and assumptions which may prove incorrect and which may affect Hammerhead.

There are numerous uncertainties inherent in estimating reserves and the future cash flows attributed to such reserves. The reserves and associated cash flow information set forth in this document are estimates only. Generally, estimates of economically recoverable oil and natural gas reserves (including the breakdown of

 

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reserves by product type) and the future net cash flows from such estimated reserves are based upon a number of variable factors and assumptions, such as:

 

   

historical production from properties;

 

   

production rates;

 

   

ultimate reserve recovery;

 

   

timing and amount of capital expenditures;

 

   

marketability of oil and natural gas;

 

   

royalty rates; and

 

   

the assumed effects of regulation by governmental agencies and future operating costs (all of which may vary materially from actual results).

For those reasons, estimates of the economically recoverable oil and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues associated with reserves prepared by different engineers, or by the same engineers at different times may vary. Hammerhead’s actual production, revenues, taxes and development and operating expenditures with respect to its reserves will vary from estimates and such variations could be material.

The estimation of proved reserves that may be developed and produced in the future is often based upon volumetric calculations and upon analogy to similar types of reserves rather than actual production history. Recovery factors and drainage areas are often estimated by experience and analogy to similar producing pools. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history and production practices will result in variations in the estimated reserves and such variations could be material.

Actual production and cash flows derived from Hammerhead’s oil and natural gas reserves will vary from the estimates contained in the reserve evaluation, and such variations could be material. The reserve evaluation is based in part on the assumed success of activities Hammerhead intends to undertake in future years. The reserves and estimated cash flows to be derived therefrom and contained in the reserve evaluation will be reduced to the extent that such activities do not achieve the level of success assumed in the reserve evaluation. The reserve evaluation is effective as of a specific effective date and, except as may be specifically stated, has not been updated and therefore does not reflect changes in Hammerhead’s reserves since that date.

Risk management activities expose Hammerhead to the risk of financial loss and counter-party risk.

From time to time, Hammerhead may enter into physical or financial agreements to receive fixed prices on its crude oil and natural gas production intended to mitigate the effect of commodity price volatility and to support Hammerhead’s capital budgeting and expenditure plans. However, to the extent that Hammerhead engages in price risk management activities to protect itself from commodity price declines, it may also be prevented from realizing the full benefits of price increases above the levels of the derivative instruments used to manage price risk. In addition, Hammerhead’s risk management arrangements may expose it to the risk of financial loss in certain circumstances, including instances in which:

 

   

production falls short of the contracted volumes or prices fall significantly lower than projected;

 

   

there is a widening of price-basis differentials between delivery points for production and the delivery point assumed in the arrangement;

 

   

counterparties to the arrangements or other price risk management contracts fail to perform under those arrangements; or

 

   

a sudden unexpected event materially impacts crude oil and natural gas prices.

 

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On the other hand, failure to protect against decline in commodity prices exposes Hammerhead to reduced liquidity when prices decline. A sustained lower commodity price environment would result in lower realized prices for unprotected volumes and reduce the prices at which Hammerhead would enter into derivative contracts on future volumes. This could make such transactions unattractive, and, as a result, some or all of Hammerhead’s forecasted production volumes may not be protected by derivative arrangements.

Similarly, from time to time, Hammerhead may enter into agreements to fix the exchange rate of Canadian to US dollars or other currencies in order to offset the risk of revenue losses if the Canadian dollar increases in value compared to other currencies. However, if the Canadian dollar declines in value compared to such fixed currencies, Hammerhead will not benefit from the fluctuating exchange rate.

Not all risks of conducting oil and natural gas opportunities are insurable and the occurrence of an uninsurable event may have a materially adverse effect on Hammerhead.

Hammerhead’s involvement in the exploration for and development of oil and natural gas properties may result in Hammerhead becoming subject to liability for pollution, blowouts, leaks of sour gas, property damage, personal injury or other hazards. Although Hammerhead maintains insurance in accordance with industry standards to address certain of these risks, such insurance has limitations on liability and may not be sufficient to cover the full extent of such liabilities. In addition, certain risks are not, in all circumstances, insurable or, in certain circumstances, Hammerhead may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of any uninsured liabilities would reduce the funds available to Hammerhead. The occurrence of a significant event that Hammerhead is not fully insured against, or the insolvency of the insurer of such event, may have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Hammerhead’s insurance policies are generally renewed on an annual basis and, depending on factors such as market conditions, the premiums, policy limits and/or deductibles for certain insurance policies can vary substantially. In some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. Significantly increased costs could lead Hammerhead to decide to reduce or possibly eliminate coverage. In addition, insurance is purchased from a number of third-party insurers, often in layered insurance arrangements, some of whom may discontinue providing insurance coverage for their own policy or strategic reasons. Should any of these insurers refuse to continue to provide insurance coverage, Hammerhead’s overall risk exposure could be increased and Hammerhead could incur significant costs.

Hammerhead relies on its reputation to continue its operations and to attract and retain investors and employees.

Oil and gas development receives significant political, media and activist commentary on the subjects of GHG emissions, pipeline transportation, water usage, harm to aboriginal communities, hydraulic fracturing and potential for environmental damage. Public concerns regarding such issues may directly or indirectly harm Hammerhead’s operations and profitability in a number of ways, including by: (i) creating significant regulatory uncertainty that could challenge the economic modeling of future development; (ii) motivating extraordinary environmental regulation by governmental authorities that could result in changes to facility design and operating requirements, thereby increasing the cost of construction, operation and abandonment; (iii) imposing restrictions on hydraulic fracturing that could reduce the amount of crude oil and natural gas that Hammerhead is ultimately able to produce from its reserves; and (iv) resulting in proposed pipelines not being able to receive the necessary permits and approvals, which, in turn may limit the market for Hammerhead’s crude oil and natural gas and reduce its price. Concerns over these issues may also harm Hammerhead’s corporate reputation and limit its ability to access land and joint venture opportunities.

Hammerhead’s business, operations or financial condition may be negatively impacted as a result of any negative public opinion towards Hammerhead or as a result of any negative sentiment toward, or in respect

 

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of, Hammerhead’s reputation with stakeholders, special interest groups, political leadership, the media or other entities. Public opinion may be influenced by certain media and special interest groups’ negative portrayal of the industry in which Hammerhead operates as well as their opposition to certain oil and natural gas projects. Potential impacts of negative public opinion or reputational issues may include delays or interruptions in operations, legal or regulatory actions or challenges, blockades, increased regulatory oversight, reduced support for, delays in, challenges to, or the revocation of regulatory approvals, permits and/or licenses and increased costs and/or cost overruns. Hammerhead’s reputation and public opinion could also be impacted by the actions and activities of other companies operating in the oil and natural gas industry, particularly other producers, over which Hammerhead has no control. Similarly, Hammerhead’s reputation could be impacted by negative publicity related to loss of life, injury or damage to property and environmental damage caused by Hammerhead’s operations. In addition, if Hammerhead develops a reputation of having an unsafe work site, it may impact the ability of Hammerhead to attract and retain the necessary skilled employees and consultants to operate its business. Opposition from special interest groups opposed to oil and natural gas development and the possibility of climate-related litigation against governments and hydrocarbon companies may impact Hammerhead’s reputation.

Reputational risk cannot be managed in isolation from other forms of risk. Credit, market, operational, insurance, regulatory and legal risks, among others, must all be managed effectively to safeguard Hammerhead’s reputation. Damage to Hammerhead’s reputation could result in negative investor sentiment towards Hammerhead, which may result in limiting Hammerhead’s access to capital, increasing the cost of capital, and decreasing the price and liquidity of Hammerhead’s securities.

Changing investor sentiment towards the oil and natural gas industry may impact Hammerhead’s access to, and cost of, capital.

A number of factors, including the effects of the use of hydrocarbons on climate change, the impact of oil and natural gas operations on the environment, environmental damage relating to spills of petroleum products during production and transportation and Indigenous rights, have affected certain investors’ sentiments towards investing in the oil and natural gas industry. As a result of these concerns, some institutional, retail and governmental investors have announced that they no longer are willing to fund or invest in oil and natural gas properties or companies, or are reducing the amount thereof over time. In addition, certain institutional investors are requesting that issuers develop and implement more robust social, environmental and governance policies and practices. Developing and implementing such policies and practices can involve significant costs and require a significant time commitment from the Board of Directors, management and employees of Hammerhead. Failing to implement the policies and practices, as requested by institutional investors, may result in such investors reducing their investment in Hammerhead, or not investing in Hammerhead at all. Any reduction in the investor base interested or willing to invest in the oil and natural gas industry and more specifically, Hammerhead, may result in limiting Hammerhead’s access to capital, increasing the cost of capital, and decreasing the price and liquidity of Hammerhead’s securities even if Hammerhead’s operating results, underlying asset values or prospects have not changed.

Opposition by Indigenous groups to the conduct of Hammerhead’s operations, development or exploratory activities may negatively impact Hammerhead.

Opposition by Indigenous groups to the conduct of Hammerhead’s operations, development or exploratory activities may negatively impact it in terms of public perception, diversion of management’s time and resources, legal and other advisory expenses, and could adversely impact Hammerhead’s progress and ability to explore and develop properties.

Some Indigenous groups have established or asserted treaty, Aboriginal title and Aboriginal rights to portions of Canada. Although there are no specific Aboriginal or treaty rights claims on lands where Hammerhead operates, there is no certainty that any lands currently unaffected by claims brought by Indigenous

 

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groups will remain unaffected by future claims. Such claims, if successful, could have a material adverse impact on its operations or pace of growth.

The Canadian federal and provincial governments have a duty to consult with Aboriginal people when contemplating actions that may adversely affect the asserted or proven Aboriginal or treaty rights and, in certain circumstances, accommodate their concerns. The scope of the duty to consult by federal and provincial governments varies with the circumstances and is often the subject of ongoing litigation. The fulfillment of the duty to consult Aboriginal people and any associated accommodations may adversely affect Hammerhead’s ability to, or increase the timeline to, obtain or renew, permits, leases, licenses and other approvals, or to meet the terms and conditions of those approvals.

In addition, the federal government has introduced legislation to implement the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”). Other Canadian jurisdictions have also introduced or passed similar legislation, or begun considering the principles and objectives of UNDRIP, or may do so in the future. The means and timelines associated with UNDRIP’s implementation by government is uncertain; additional processes may be created or legislation amended or introduced associated with project development and operations, further increasing uncertainty with respect to project regulatory approval timelines and requirements.

An inability to recruit and retain a skilled workforce and key personnel may negatively impact Hammerhead.

The operations and management of Hammerhead require the recruitment and retention of a skilled workforce, including engineers, technical personnel and other professionals. The loss of key members of such workforce, or a substantial portion of the workforce as a whole, could result in the failure to implement Hammerhead’s business plans which could have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Competition for qualified personnel in the oil and natural gas industry is intense and Hammerhead may not be able to continue to attract and retain all personnel necessary for the development and operation of its business. Hammerhead does not have any key personnel insurance in effect. Contributions of the existing management team to the immediate and near term operations of Hammerhead are likely to be of central importance. In addition, certain of Hammerhead’s current employees may have significant institutional knowledge that must be transferred to other employees prior to their departure from the workforce. If Hammerhead is unable to: (i) retain current employees; (ii) successfully complete effective knowledge transfers; and/or (iii) recruit new employees with the requisite knowledge and experience, Hammerhead could be negatively impacted. In addition, Hammerhead could experience increased costs to retain and recruit these professionals.

Hammerhead’s operations are subject to various laws and governmental regulations which require compliance that can be burdensome and expensive and may expose Hammerhead’s operations to significant delays, costs and liabilities.

Hammerhead’s oil, condensate and other NGLs and natural gas operations are subject to various federal, provincial and local governmental regulations that may be changed from time to time. Matters subject to regulation include the requirements surrounding facility and lease construction, discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil, condensate and other NGLs and natural gas wells below actual production capacity to conserve supplies of oil, condensate and other NGLs and natural gas. In addition, the production, handling, storage, transportation, remediation, emission and disposal of oil, condensate and other NGLs and natural gas, by-products thereof and other substances and materials produced or used in connection with oil, condensate and other NGLs and natural gas operations are subject to regulation under federal, provincial and local laws and regulations primarily relating to protection of human health and the environment.

 

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These laws and regulations are complex, change frequently and have tended to become increasingly stringent over time. A failure to comply with these laws and regulations may result in the assessment of administrative, regulatory, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed and, in some instances, issuance of orders or injunctions limiting or requiring discontinuation of certain operations. Moreover, these laws and regulations have continually imposed increasingly strict requirements for water and air pollution control and solid waste management. Hammerhead may incur significant expenditures and experience delays in order to maintain compliance with governmental laws and regulations applicable to it. Failure to comply with such laws and regulations could have a material adverse effect on Hammerhead’s business, financial condition, results of operations and prospects.

Under certain environmental laws that impose strict as well as joint and several liability, Hammerhead may be required to remediate contaminated properties currently or formerly operated by Hammerhead or facilities of third parties that received waste generated by Hammerhead’s operations regardless of whether such contamination resulted from the conduct of others or from consequences of Hammerhead’s own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of Hammerhead’s operations. In addition, the risk of accidental spills or releases from Hammerhead’s operations could expose it to significant liabilities under environmental laws. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the oil and natural gas industry is likely to continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, Hammerhead’s business, financial conditions, results of operations and prospects could be materially adversely affected.

Hammerhead has not established a separate reserve fund for the purpose of funding its estimated future environmental, including reclamation and abandonment, obligations. As a result, Hammerhead may not be able to satisfy these obligations. Any site reclamation or abandonment costs incurred in the ordinary course in a specific period will be funded out of Hammerhead’s cash flow from operations or from its other sources of available funding. If Hammerhead is unable to fully fund the cost of remedying an environmental obligation, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which could have an adverse effect on Hammerhead’s financial condition and results of operations.

Oil and natural gas companies operating in Alberta are subject to significant regulation with respect to their employees’ health and safety. Companies are required to self-report accidents and infractions, and regular and random audits of operations are also part of the regulatory process. Previous violations of the same requirement are taken into account when assessing penalties and subsequent behavior may be subjected to escalating levels of oversight and loss of operating freedom. Non-compliance with regulations may in the future result in suspension or closure of Hammerhead’s operations or the imposition of other penalties against Hammerhead.

Restrictions on operational activities intended to protect certain species of wildlife may adversely affect Hammerhead’s ability to conduct drilling and other operational activities in some of the areas where it operates.

Oil, condensate and other NGLs and natural gas operations in Hammerhead’s operating areas can be adversely affected by seasonal or permanent restrictions on construction, drilling and well completions activities designed to protect various wildlife. Seasonal restrictions may limit Hammerhead’s ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified

 

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personnel, which may lead to periodic shortages when drilling and completions activities are allowed. These constraints and the resulting shortages or high costs could delay Hammerhead’s operations and materially increase Hammerhead’s operating and capital costs. Permanent restrictions imposed to protect endangered species could prohibit development in certain areas or require the implementation of expensive mitigation measures. The designation of previously unprotected species as threatened or endangered in areas where Hammerhead operates could cause Hammerhead to incur increased costs arising from species protection measures or could result in limitations on Hammerhead’s exploration and production activities that could have an adverse impact on Hammerhead’s ability to develop and produce its reserves.

Risks Related to Hammerhead’s CCS Program

Hammerhead is subject to CCS industry risk, including risk that the industry in which Hammerhead operates may not develop at sufficient speed.

Hammerhead is subject to various market specific risks related to the carbon capture and storage (“CCS”) industry, as further outlined below, and should these risks materialize they may have a material adverse effect on Hammerhead.

The CCS industry risks materializing in respect of a slow ramp-up of CCS in the global market, reduced or delayed CO2 tax and incentive increases, and/or uncertainty in respect of availability of supplier base, supplier capacity and logistical, and supply chain challenges in new market conditions may have a negative impact on Hammerhead’s operations and development.

Evolving climate targets and stronger investment incentives are expected to add momentum to the CCS industry; however, should such favorable regulatory policies and financial support no longer be available or be reduced, such change(s) may have an adverse effect on development of the industry in which Hammerhead operates, which in turn may have an adverse effect on Hammerhead’s ability to expand its operations and ultimately on Hammerhead’s financial position and results. The speed of the transition into a low-carbon economy will also affect the realization of carbon capture projects and governmental support and environmental regulation are key factors that will influence the speed of this transition.

Hammerhead intends to derive revenue from the sale of environmental attributes including emission performance credits, emission offset credits, and other instruments created by governments to represent a price on carbon. Hammerhead expects to sell these instruments in the open market and the price received is therefore subject to typical market risks including supply, demand and general lack of available markets and liquidity.

Hammerhead may not be able to successfully implement its CCS cost reduction strategies or achieve its forecasted CCS cost reductions.

In order for CCS to remain a competitive alternative, it is necessary to reduce CCS costs. Cost reduction is viewed as a key strategic pillar to execute Hammerhead’s strategy to improve project economics. Should Hammerhead fail to successfully implement strategies for CCS cost reduction, such failure may have a material adverse effect on Hammerhead’s ability to be competitive.

Tax credits or other government policies related to the development and adoption of CCS may not be implemented in the manner that Hammerhead expects, or at all. Even if tax credits or government policies are implemented, Hammerhead may fail to implement its CCS program in a manner that allows it to take advantage of these credits.

The Government of Canada has signaled its intention to introduce a tax credit program to incentivize and reward the development and adoption of CCS. Hammerhead intends to be in a position to take advantage of certain contemplated government policies through its CCS program. However, Hammerhead cannot predict when

 

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or if any new government policy will be adopted, promulgated or become effective. Hammerhead expects to incur significant capital expenditures in connection with its CCS program. If tax credits or other government policies related to the development and adoption of CCS are not implemented in the manner that Hammerhead expects, or at all, Hammerhead’s business, financial condition, results of operations and prospects could be materially and adversely affected.

Even if tax credits or government policies related to the development and adoption of CCS are implemented, Hammerhead may fail to implement its CCS program in a manner that allows it to take advantage of these credits. Hammerhead’s future CCS technology may prove not to be commercially viable, efficient, or operationally effective and efforts to respond to technological innovations may require significant financial investments and resources. Additionally, CCS projects are dependent on prevailing carbon prices. A reduction in prevailing carbon prices could lead to CCS projects not being economical. Failure by Hammerhead to respond to changes in technology and innovations may render Hammerhead’s future CCS operations non-competitive and may have a material, negative effect on Hammerhead’s results of operations, financial condition and future prospects.

Hammerhead may be materially adversely affected by the inability of Hammerhead to meet its emissions targets.

As discussed elsewhere in this proxy statement/prospectus, Hammerhead is committed to reducing its Scope 1 and Scope 2 greenhouse gas emissions with a target of net zero by 2030. Any failure by Hammerhead to realize its commitments to achieve this net zero emissions target could lead to adverse press coverage and other adverse public statements affecting Hammerhead. In addition, the ability to comply with some or all of Hammerhead’s voluntary commitments may be outside of its control. For example, other companies operate some of the assets in which Hammerhead has an interest. Hammerhead has limited ability to exercise influence over the operation of those assets or their associated costs. Consequently, Hammerhead is at least partially dependent on the actions of these third parties to meet its net zero emissions target. If these third parties do not sufficiently reduce GHG emissions, Hammerhead may not achieve its net zero emissions goal. Adverse press coverage and other adverse statements, whether or not driven by political or public sentiment, may also result in investigations by regulators, legislators and law enforcement officials or in legal claims.

Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings is time consuming and expensive and, regardless of the factual basis for the assertions being made, can have a negative impact on Hammerhead’s reputation, on the morale and performance of Hammerhead’s employees and on Hammerhead’s relationships with regulators, customers and commercial counterparties. It may also have a negative impact on Hammerhead’s ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Hammerhead’s business, financial condition and results of operations.

Risks Relating to Hammerhead’s Technology, Intellectual Property and Infrastructure

Unauthorized use of intellectual property may cause Hammerhead to engage in, or be the subject of, litigation.

Due to the rapid development of oil and natural gas technology, in the normal course of Hammerhead’s operations, Hammerhead may become involved in, named as a party to, or be the subject of, various legal proceedings in which it is alleged that Hammerhead has infringed, misappropriated or otherwise violated the intellectual property or proprietary rights of others, Hammerhead may also initiate similar claims against third parties if it believes that such parties are infringing, misappropriating or otherwise violating its intellectual property or proprietary rights. Hammerhead’s involvement in any intellectual property litigation or legal proceedings could (i) result in significant expense, (ii) adversely affect the development of its assets or intellectual property, or (iii) otherwise divert the efforts of its technical and management personnel, whether or

 

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not such litigation or proceeding is resolved in Hammerhead’s favor. In the event of an adverse outcome in any such litigation or proceeding, Hammerhead may, among other things, be required to:

 

   

pay substantial damages and/or cease the development, use, sale or importation of processes that infringe or violate upon the intellectual property rights of a third party;

 

   

expend significant resources to develop or acquire the non-infringing intellectual property;

 

   

discontinue processes incorporating the infringing technology; or

 

   

obtain licenses to the non-infringing intellectual property.

However, Hammerhead may not be successful in such development or acquisition of the applicable non-infringing intellectual property, or such licenses may not be available on reasonable terms. In the event of a successful claim of infringement, misappropriation or violation of third party intellectual property rights against Hammerhead and its failure or inability to obtain a license to continue to use the such technology on reasonable terms, Hammerhead’s and/or New SPAC’s business, prospects, operating results and financial condition could be materially adversely affected.

Breaches of Hammerhead’s cyber-security and loss of, or unauthorized access to, data may adversely impact Hammerhead’s operations and financial position.

Hammerhead is increasingly dependent upon the availability, capacity, reliability and security of Hammerhead’s information technology infrastructure, and Hammerhead’s ability to expand and continually update this infrastructure, to conduct daily operations. Hammerhead depends on various information technology systems to estimate reserve quantities, process and record financial data, manage Hammerhead’s land base, manage financial resources, analyze seismic information, administer contracts with operators and lessees and communicate with employees and third-party partners. Hammerhead currently uses, and may use in the future, outsourced service providers to help provide certain information technology services, and any such service providers may face similar security and system disruption risks. Moreover, due to the COVID-19 pandemic, an increased number of Hammerhead’s employees and service providers may be working from home and connecting to its networks remotely on less secure systems, which may further increase the risk of, and vulnerability to, a cyber-security attack or security breach to Hammerhead’s network. In addition, Hammerhead’s ability to monitor its outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of Hammerhead’s personal, confidential, or other data, including data relating to individuals.

Further, Hammerhead is subject to a variety of information technology and system risks as a part of its operations including potential breakdowns, invasions, viruses, cyber-attacks, cyber-fraud, security breaches, and destruction or interruption of Hammerhead’s information technology systems by third parties or employees. Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to business activities or Hammerhead’s competitive position. In addition, cyber phishing attempts have become more widespread and sophisticated in recent years. If Hammerhead becomes a victim to a cyber phishing attack, it could result in a loss or theft of Hammerhead’s financial resources or critical data and information, or could result in a loss of control of Hammerhead’s technological infrastructure or financial resources. Hammerhead’s employees are often the targets of such cyber phishing attacks by third parties using fraudulent “spoof” emails to misappropriate information or to introduce viruses or other malware through “Trojan horse” programs to Hammerhead’s computers.

Increasingly, social media is used as a vehicle to carry out cyber phishing attacks by nefarious actors. Information posted on social media sites, for business or personal purposes, may be used by attackers to gain entry into Hammerhead’s systems and obtain confidential information. Despite these efforts, there are significant

 

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risks that Hammerhead may not be able to properly regulate social media use by its employees and preserve adequate records of business activities and client communications conducted through the use of social media platforms.

Hammerhead maintains policies and procedures that address and implement employee protocols with respect to electronic communications and electronic devices and conducts annual cyber-security risk assessments. Hammerhead also employs encryption protection of its confidential information, and all computers and other electronic devices. Despite Hammerhead’s efforts to mitigate such cyber phishing attacks through employee education and training, cyber phishing activities may result in unauthorized access, data theft and damage to its information technology infrastructure. Hammerhead applies technical and process controls in line with industry-accepted standards to protect its information, assets and systems, and Hammerhead is in the process of implementing a formal written incident response plan for responding to a cyber-security incident. However, these controls may not adequately prevent cyber-security breaches or attacks. As such, Hammerhead may need to continuously develop, modify, upgrade or enhance its information technology infrastructure and cyber-security measures to secure its business, which can lead to increased cyber-security protection costs. Such costs may include making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants. These efforts may come at the potential cost of revenues and human resources that could be utilized to continue to enhance Hammerhead’s product offerings, and such increased costs and diversion of resources may adversely affect operating margins. Disruption of critical information technology services, or breaches of information security, could have a negative effect on Hammerhead’s performance and earnings, as well as its reputation, and any damages sustained may not be adequately covered by Hammerhead’s current insurance coverage, or at all. The impact of any such cyber-security event could have a material adverse effect on Hammerhead’s business, financial condition and results of operations.

Hammerhead is subject to laws, rules, regulations and policies regarding data privacy and security. Many of these laws and regulations are subject to change and reinterpretation, and could result in claims, changes to its business practices, monetary penalties, increased cost of operations or other harm to its business.

Hammerhead is subject to certain laws, regulations, standards, and other actual and potential obligations relating to privacy, data hosting and transparency of data, data protection, and data security. Such laws are evolving rapidly, and Hammerhead expects to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require Hammerhead to modify its operations and practices, restrict its activities, and increase its costs. Further, these laws, regulations, and other obligations are complex and evolving rapidly, and despite Hammerhead’s reasonable efforts to monitor its potential obligations, Hammerhead may face claims, allegations, or other proceedings related to its obligations under applicable privacy, data protection, or data security laws and regulations. The interpretation and implementation of these laws, regulations, and other obligations are uncertain for the foreseeable future and could be inconsistent with one another, which may complicate and increase the costs for compliance. As a result, Hammerhead anticipates needing to dedicate substantial resources to comply with such laws, regulations, and other obligations relating to privacy and cyber-security. Despite Hammerhead’s reasonable efforts to comply, any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against Hammerhead by governmental entities or other third parties, penalties, fines and other liabilities, and may potentially damage our reputation and credibility, which could adversely affect Hammerhead’s business, operating results, financial condition and prospects.

 

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Financial, Tax and Accounting Risks

Changes to applicable tax laws and regulations or exposure to additional tax liabilities could adversely affect New SPAC’s business and future profitability.

After the Business Combination, New SPAC will conduct operations, directly and through its subsidiaries, in Canada and New SPAC and its subsidiaries will therefore be subject to income taxes in Canada. New SPAC may also become subject to income taxes in other foreign jurisdictions in the future. New SPAC’s effective income tax rate could be adversely affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, changes in New SPAC’s operating results before taxes, and the outcome of income tax audits in Canada. New SPAC will regularly assess all of these matters to determine the adequacy of its tax liabilities. If any of New SPAC’s assessments are ultimately determined to be incorrect, New SPAC’s business, results of operations, or financial condition could be materially adversely affected.

Due to the complexity of multinational tax obligations and filings, New SPAC and its subsidiaries may have a heightened risk related to audits or examinations by federal, state, provincial, and local taxing authorities in the jurisdictions in which it operates. Outcomes from these audits or examinations could have a material adverse effect on New SPAC’s business, results of operations, or financial condition.

The tax laws of Canada, as well as potentially any other jurisdiction in which New SPAC may operate in the future, have detailed transfer pricing rules that require that all transactions with related parties satisfy arm’s length pricing principles. Although New SPAC believes that its transfer pricing policies have been reasonably determined in accordance with arm’s length principles, the taxation authorities in the jurisdictions where New SPAC carries on business could challenge its transfer pricing policies. International transfer pricing is a subjective area of taxation and generally involves a significant degree of judgment. If any of these taxation authorities were to successfully challenge New SPAC’s transfer pricing policies, New SPAC could be subject to additional income tax expenses, including interest and penalties. Any such increase in New SPAC’s income tax expense and related interest and penalties could have a material adverse effect on its business, results of operations, or financial condition.

New SPAC may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

In the event that New SPAC expands Hammerhead’s operations, including to jurisdictions in which the tax laws may not be favorable, New SPAC’s effective tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or New SPAC may be subject to future changes in tax laws, in each case, the impacts of which could adversely affect New SPAC’s after-tax profitability and financial results.

In the event that New SPAC expands Hammerhead’s operating business domestically or internationally, New SPAC’s effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by: operating losses in jurisdictions where no tax benefit can be recorded under IFRS, changes in deferred tax assets and liabilities, changes in tax laws or the regulatory environment, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, and the pre-tax operating results of New SPAC’s business.

Additionally, after the Business Combination, in the event New SPAC expands Hammerhead’s operating business outside of Canada, it may be subject to significant income, withholding, and other tax obligations in other jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. New SPAC’s after-tax profitability and financial results could be subject to volatility or be affected by numerous

 

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factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, (i) the ability to structure business operations in an efficient and competitive manner, and (j) the availability of foreign income tax offsets in Canada. Outcomes from audits or examinations by taxing authorities could have an adverse effect on New SPAC’s after-tax profitability and financial condition. Additionally, several tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with New SPAC’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If New SPAC does not prevail in any such disagreements, its profitability may be affected.

New SPAC’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

New SPAC (or, prior to the SPAC Amalgamation, DCRD) might be a “passive foreign investment company,” or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If New SPAC (or, prior to the SPAC Amalgamation, DCRD) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined below in the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—U.S. Holder Defined”), the U.S. Holder may be subject to adverse U.S. federal income tax consequences with respect to the Domestication and SPAC Amalgamation and/or with respect to the ownership and disposition of New SPAC Securities following the Business Combination, and may be subject to additional reporting requirements. Assuming each of the Domestication and the SPAC Amalgamation qualify as an F Reorganization (please see the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—The Domestication and SPAC Amalgamation”), DCRD’s current taxable year would not close and would continue under New SPAC, including for purposes of the PFIC rules. Accordingly, following the Business Combination, including for the taxable year that includes the Business Combination, the PFIC asset and income tests will be applied based on the assets and activities of the combined business.

Because DCRD is a blank-check company with no current active business, based upon the composition of its income and assets, and upon review of its financial statements, DCRD believes that it might be considered a PFIC for the 2021 taxable year and might be considered a PFIC for its current taxable year. Furthermore, because the timing of the Business Combination and revenue production of the combined company is uncertain, and because PFIC status is based on income, assets and activities for an entire taxable year, it is possible that New SPAC may meet the asset or income test in the year in which the closing of the Business Combination occurs or in any other taxable year, and such determination may not be made for any taxable year until after the end of such taxable year. Accordingly, there can be no assurance that New SPAC will not be a PFIC for any taxable year. If a U.S. Holder holds New SPAC Securities (or, prior to the SPAC Amalgamation, DCRD Securities) while New SPAC (or DCRD) is a PFIC, unless the U.S. Holder makes certain elections, New SPAC will continue to be treated as a PFIC with respect to such U.S. Holder during subsequent years, whether or not New SPAC (or, prior to the SPAC Amalgamation, DCRD) is treated as a PFIC in those years.

U.S. Holders are strongly urged to consult with their own tax advisors to determine the application of the PFIC rules to them in their particular circumstances and any resulting tax consequences. Please see the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Rules” for a more detailed discussion with respect to the PFIC status of DCRD (and, following the SPAC Amalgamation, New SPAC) and the resulting tax consequences to U.S. Holders.

 

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Hammerhead’s reported financial results may be negatively impacted by changes in IFRS.

IFRS is subject to the requirements of IFRS as issued by the IASB, the interpretation by the International Financial Reporting Standards Interpretation Committee (“IFRS IC”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

NewCo is an “emerging growth company” and, if New SPAC takes advantage of certain exemptions from disclosure requirements applicable to emerging growth companies will make the post-combination company’s common shares less attractive to investors and may make it more difficult to compare performance with other public companies.

NewCo is an emerging growth company (“EGC”) as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and New SPAC may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs, including the exemption from the requirement to obtain an attestation report from its auditors on management’s assessment of its internal control over financial reporting under the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. NewCo (and following completion of the Business Combination, New SPAC) may take advantage of these provisions until the earliest of (a) the last day of its fiscal year following the fifth anniversary of the completion of this offering, (b) the last date of New SPAC’s fiscal year in which New SPAC has total annual gross revenue of at least $1.235 billion, (c) the date on which New SPAC is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which New SPAC has issued more than $1.0 billion in non-convertible debt securities during the previous three years. Investors may find New SPAC Common Shares less attractive because New SPAC will continue to rely on these exemptions. If New SPAC relies on such exemptions, investors may find New SPAC Common Shares less attractive as a result, there may be a less active trading market for New SPAC Common Shares, and the share price may be more volatile.

Further, the exemptions available to NewCo under the JOBS Act may not result in significant savings. To the extent that New SPAC chooses not to use exemptions from various reporting requirements under the JOBS Act, New SPAC will incur additional compliance costs, which may impact its financial condition.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies. NewCo currently prepares its consolidated financial statements in accordance with IFRS as issued by the IASB, so NewCo is unable to make use of the extended transition period. NewCo will comply with new or revised accounting standards on or before the relevant dates on which adoption of such standards is required by the IASB.

New SPAC will be a “controlled company” within the meaning of the NASDAQ corporate governance standards and, as a result, will rely on exemptions from certain corporate governance requirements that provide protections to shareholders.

Following the completion of the Business Combination, and assuming none of the DCRD Public Shareholders elect to redeem their New SPAC Class A Common Shares that they receive in exchange for their DCRD Class A Ordinary Shares in connection with the Business Combination, the Riverstone Parties will control 58.5% (including 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer) of the voting power of the outstanding New SPAC Common Shares. As a result, New SPAC will be a “controlled

 

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company” within the meaning of NASDAQ rules, and New SPAC may qualify for and rely on exemptions from certain corporate governance requirements. Under NASDAQ corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements to:

 

   

have a board that includes a majority of “independent directors,” as defined under NASDAQ rules;

 

   

have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

   

have independent director oversight of director nominations.

New SPAC intends to rely on the exemption from having a board that includes a majority of “independent directors” as defined under NASDAQ rules. New SPAC may elect to rely on additional exemptions and it will be entitled to do so for as long as New SPAC is considered a “controlled company,” and to the extent it relies on one or more of these exemptions, holders of New SPAC Common Shares will not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

New SPAC will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

New SPAC will face increased legal, accounting, administrative and other costs and expenses as a public company that Hammerhead did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404 thereof, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require New SPAC to carry out activities Hammerhead has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or material weaknesses in the internal control over financial reporting), New SPAC could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, New SPAC will purchase director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The unaudited pro forma condensed consolidated financial information included in this document may not be indicative of what New SPAC’s actual financial position or results of operations would have been.

NewCo has been recently incorporated and has no operating history and no revenues. This document includes unaudited pro forma condensed consolidated financial information for New SPAC.

The unaudited pro forma condensed consolidated financial information for New SPAC following the Business Combination in this proxy statement/prospectus is presented for illustrative purposes only, is based on certain assumptions, addresses a hypothetical situation and reflects limited historical financial data. Therefore, the unaudited pro forma condensed consolidated financial information is not necessarily indicative of what New SPAC’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of New SPAC. Accordingly, New SPAC’s business, assets, cash flows, results of operations and financial condition may

 

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differ significantly from those indicated by the unaudited pro forma condensed consolidated financial information included in this proxy statement/prospectus. See the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm New SPAC’s business may occur and not be detected.

NewCo’s management does not expect that NewCo’s internal and disclosure controls will prevent all possible error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls may not detect all material control issues and instances of fraud, if any, in New SPAC. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, which design may not succeed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. New SPAC will also be dependent, in part, upon Hammerhead’s internal controls. A failure of New SPAC’s or Hammerhead’s controls and procedures to detect error or fraud could seriously harm New SPAC’s business and results of operations.

New SPAC may identify internal control weaknesses in the future or otherwise fail to develop and maintain an effective system of internal controls, which may result in material misstatements of financial statements and/or New SPAC’s inability to meet periodic reporting obligations.

As a privately held company, Hammerhead is not required to evaluate its internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley Act.

New SPAC’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting until after New SPAC is no longer an EGC. Hammerhead’s current controls and any new controls that New SPAC develops may become inadequate because of changes in conditions in its business, personnel, IT systems and applications, or other factors. Any failure to design or maintain effective internal controls over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact share trading prices, create litigation and regulatory exposures, or otherwise harm New SPAC’s operating results or cause it to fail to meet its reporting obligations.

The measures NewCo has taken to date, and actions it may take in the future, may not be sufficient to prevent or avoid any potential future material weakness. In addition, neither Hammerhead’s management nor its independent registered public accounting firm has performed an evaluation of Hammerhead’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required.

New SPAC’s management will have broad discretion in the use of New SPAC’s net proceeds from the Business Combination.

NewCo cannot specify with certainty the particular uses of the net proceeds it will receive from the Business Combination. Accordingly, an investor in New SPAC Securities will have to rely upon the judgment of New SPAC’s management with respect to the use of proceeds, with only limited information concerning management’s specific intentions. New SPAC’s management may spend a portion or all of the net proceeds from

 

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the Business Combination in ways that holders of New SPAC Securities might not desire, that might not yield a favorable return and that might not increase the value of a New SPAC securityholder’s investment. The failure by New SPAC’s management to apply these funds effectively could have a material adverse effect on New SPAC’s business, results of operations or financial condition. Pending their use, New SPAC may invest the net proceeds from the Business Combination in a manner that does not produce income or that loses value.

Hammerhead may be adversely affected by foreign currency and interest rate fluctuations.

Hammerhead routinely transacts business in currencies other than the U.S. dollar. Additionally, Hammerhead maintains a portion of its cash and investments in currencies other than the U.S. dollar and may, from time to time, experience losses resulting from fluctuations in the values of these foreign currencies, which could cause Hammerhead’s reported net earnings to decrease, or could result in a negative impact to Hammerhead shareholders’ deficit. In addition, failure to manage foreign currency exposures could cause Hammerhead’s results of operations to be more volatile. Adverse, unforeseen or rapidly shifting currency valuations in Hammerhead’s key markets may magnify these risks over time. New SPAC intends to recognize the proceeds from the Business Combination in U.S. dollars.

Further, world oil and natural gas prices are quoted in United States dollars. The Canadian/United States dollar exchange rate, which fluctuates over time, consequently affects the price received by Canadian producers of oil and natural gas. Material increases in the value of the Canadian dollar relative to the United States dollar will negatively affect Hammerhead’s production revenues. Accordingly, exchange rates between Canada and the United States could affect the future value of Hammerhead’s reserves as determined by independent evaluators. Although a low value of the Canadian dollar relative to the United States dollar may positively affect the price Hammerhead receives for its oil and natural gas production, it could also result in an increase in the price for certain goods used for Hammerhead’s operations, which may have a negative impact on Hammerhead’s financial results.

To the extent that Hammerhead engages in risk management activities related to foreign exchange rates, there is a credit risk associated with counterparties with which Hammerhead may contract.

An increase in interest rates could result in a significant increase in the amount Hammerhead pays to service debt, resulting in a reduced amount available to fund its exploration and development activities.

Failing to comply with covenants under the Credit Facility could result in restricted access to additional capital or being required to repay all amounts owing thereunder.

Hammerhead currently has a Credit Facility and the amount authorized thereunder is dependent on the borrowing base determined by its lenders. Hammerhead has certain financial ratio tests which dictate the levels of fees and margins owing on amounts borrowed and borrowing base standby fees. Such financial ratio tests may also affect the availability or price of additional funding. Hammerhead is required to comply with covenants under the Credit Facility, and in the event that Hammerhead does not comply with these covenants, Hammerhead’s access to capital could be restricted or repayment could be required. Events beyond Hammerhead’s control may contribute to the failure of Hammerhead to comply with such covenants. A failure to comply with covenants could result in default under the Credit Facility, which could result in Hammerhead being required to repay amounts owing thereunder. In addition, the Credit Facility may impose operating and financial restrictions on Hammerhead that could include restrictions on the payment of dividends, repurchase or making of other distributions, incurring of additional indebtedness, the provision of guarantees, the assumption of loans, making of capital expenditures, entering into of amalgamations, mergers, take-over bids or disposition of assets, among others.

 

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Increased debt levels may impair Hammerhead’s ability to borrow additional capital on a timely basis to fund opportunities as they arise.

From time to time, Hammerhead may enter into transactions to acquire assets or shares of other entities. These transactions may be financed in whole, or in part, with debt, which may increase Hammerhead’s debt levels above industry standards for oil and natural gas companies of similar size. Depending on future exploration and development plans, Hammerhead may require additional debt financing that may not be available or, if available, may not be available on favorable terms. Neither Hammerhead’s articles nor its by-laws limit the amount of indebtedness that Hammerhead may incur. The level of Hammerhead’s indebtedness from time to time could impair Hammerhead’s ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise.

Management estimates may not be accurate.

In preparing consolidated financial statements in conformity with IFRS, estimates and assumptions are used by management in determining the reported amounts of assets and liabilities, revenues and expenses recognized during the periods presented and disclosures of contingent assets and liabilities known to exist as of the date of the financial statements. These estimates and assumptions must be made because certain information that is used in the preparation of such financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available, or is not capable of being readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine and Hammerhead must exercise significant judgment. Estimates may be used in management’s assessment of items such as fair values, income taxes, stock-based compensation and asset retirement obligations. Actual results for all estimates could differ materially from the estimates and assumptions used by Hammerhead, which could have a material adverse effect on Hammerhead’s business, financial condition, results of operations, cash flows and future prospects.

The DCRD Board and the Special Committee’s financial advisor considered financial projections in connection with the Business Combination. Actual performance of Hammerhead may differ materially from these projections.

Hammerhead management and DCRD management prepared certain projections in connection with DCRD’s evaluation of the Business Combination. The Special Committee considered, among other things, the Pricing-Adjusted Projections (as defined below) and the Reserve Report Projections (as defined below). The projections were also provided to Duff & Phelps, the Special Committee’s financial advisor, for its use in advising the Special Committee and in connection with its financial analyses and the Fairness Opinion as described in the “The Business Combination—Opinion of Financial Advisor to the Special Committee” section of this proxy statement/prospectus.

The Hammerhead projections were based on assumptions and information available at the time such projections were prepared. DCRD, Hammerhead and their advisors do not know whether the assumptions made will be realized. Such information can be adversely affected by known or unknown risks and uncertainties, many of which are beyond DCRD’s and Hammerhead’s control. Further, financial forecasts of this type are based on estimates and assumptions that are inherently subject to risks and other factors such as company performance, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Hammerhead, including the factors described in the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections of this proxy statement/prospectus, which factors and changes may impact such forecasts or the underlying assumptions. As a result of these contingencies, there can be no assurance that the financial and other projections will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that DCRD, the DCRD Board, the Special Committee, Hammerhead, the Hammerhead Board, the

 

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Hammerhead Special Committee (as defined below), NewCo, the NewCo Board or any of their advisors or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The projections were prepared for internal use and to, among other things, assist DCRD, the Special Committee and their advisors in evaluating the Business Combination. The projections were not prepared with a view toward public disclosure. The projections were not prepared in accordance with U.S. GAAP, IFRS, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. DCRD’s and Hammerhead’s independent registered public accounting firms have not examined, compiled or performed any procedures with respect to the projections.

Finally, the projections have not been updated or revised to reflect information or results after the dates that such projections were prepared. DCRD, NewCo and Hammerhead do not intend to update or otherwise revise the projections to reflect circumstances existing after the dates when made or to reflect the occurrence of future events except to the extent required by applicable securities laws.

Risks Related to Legal Matters and Regulations

The handling of secure information for destruction exposes Hammerhead to potential data security risks that could result in monetary damages against Hammerhead and could otherwise damage its reputation, and adversely affect its business, financial condition and results of operations.

The protection of customer, employee, and company data is critical to Hammerhead’s business. The regulatory environment in Canada surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. Certain legislation, including the Personal Information Protection and Electronic Documents Act in Canada, require documents to be securely destroyed to avoid identity theft and inadvertent disclosure of confidential and sensitive information. A significant breach of customer, employee, or company data could attract a substantial amount of media attention, damage Hammerhead’s customer relationships and reputation, and result in lost sales, fines, or lawsuits. In addition, an increasing number of countries have introduced and/or increased enforcement of comprehensive privacy laws or are expected to do so. The continued emphasis on information security as well as increasing concerns about government surveillance may lead customers to request Hammerhead to take additional measures to enhance security and/or assume higher liability under its contracts. As a result of legislative initiatives and customer demands, Hammerhead may have to modify its operations to further improve data security. Any such modifications may result in increased expenses and operational complexity, and adversely affect its reputation, business, financial condition and results of operations.

Failure to comply with anticorruption, economic sanctions, and anti-money laundering laws—including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act, Criminal Code, Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act, United Nations Act and Freezing of Corrupt Foreign Officials Act, and similar laws associated with activities outside of the United States or Canada—could subject Hammerhead to penalties and other adverse consequences.

Hammerhead is subject to governmental export and import control laws and regulations, as well as laws and regulations relating to foreign ownership and economic sanctions. Hammerhead’s failure to comply with these laws and regulations and other anti-corruption laws that prohibit companies, their officers, directors, employees and third-party intermediaries from directly or indirectly promising, authorizing, offering, or providing improper payments or benefits to any person or entity, including any government officials, political parties, and private-sector recipients, for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage could have an adverse effect on Hammerhead’s business, prospects, financial condition, and results of operations. Changes to trade policy, economic sanctions, tariffs, and import/export regulations may have a material adverse effect on Hammerhead’s business, financial condition, and results of

 

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operations. Hammerhead will likely be subject to, and will be required to remain in compliance with, numerous laws and governmental regulations concerning the production, use, and distribution of its products and services. Potential future customers may also require that Hammerhead complies with their own unique requirements relating to these matters, including provision of data and related assurance for environmental, social, and governance related standards or goals. Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in internal and/or government investigations, substantial fines, or other limitations that may adversely impact Hammerhead’s financial results or results of operation. Hammerhead’s business may also be adversely affected by changes in the regulation of the global energy industry.

Failure to comply with laws relating to labor and employment could subject Hammerhead to penalties and other adverse consequences.

Hammerhead is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable Canadian federal or provincial wage law or applicable Canadian federal or provincial labor and employment laws, or wage, labor or employment laws applicable to any employees outside of Canada. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations, and damages or penalties which could have a materially adverse effect on New SPAC’s or Hammerhead’s reputation, business, operating results, and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Canadian takeover laws may discourage takeover offers being made for New SPAC or may discourage the acquisition of large numbers of New SPAC Common Shares.

Each of Hammerhead and NewCo is incorporated in the Province of Alberta and is subject to the takeover laws of Canada and upon consummation of the arrangement, New SPAC will be subject to the Canadian take-over bid regime pursuant to applicable Canadian securities laws. In general, a take-over bid is an offer to acquire voting or equity securities of a class made to persons in a Canadian jurisdiction where the securities subject to the bid, together with securities beneficially owned, or over which control or direction is exercised, by a bidder, its affiliates and joint actors, constitute 20% or more of the outstanding securities of that class of securities. Subject to the availability of an exemption, take-over bids in Canada are subject to prescribed rules that govern the conduct of a bid by requiring a bidder to comply with detailed disclosure obligations and procedural requirements. Among other things, a take-over bid must be made to all holders of the class of voting or equity securities being purchased; a bid is required to remain open for a minimum of 105 days subject to certain limited exceptions; a bid is subject to a mandatory, non-waivable minimum tender requirement of more than 50% of the outstanding securities of the class that are subject to the bid, excluding securities beneficially owned, or over which control or direction is exercised, by a bidder, its affiliates and joint actors; and following the satisfaction of the minimum tender requirement and the satisfaction or waiver of all other terms and conditions, a bid is required to be extended for at least an additional 10-day period. There are a limited number of exemptions from the formal take-over bid requirements. In general, certain of these exemptions include the following: (i) the normal course purchase exemption permits the holder of more than 20% of a class of equity or voting securities to purchase up to an additional 5% of the outstanding securities in a 12-month period (when aggregated with all other purchases in that period), provided there must be a published market and the purchaser must pay not more than the “market price” of the securities (as defined) plus reasonable brokerage fees or commissions actually paid; (ii) the private agreement exemption exempts private agreement purchases that result in the purchaser exceeding the 20% take-over bid threshold, provided the agreement must be made with not more than five sellers and the sellers may not receive more than 115% of the “market price” of the securities (as defined); and (iii) the foreign take-over bid exemption exempts a bid from the formal take-over bid requirements if, among other things, less than 10% of the outstanding securities of the class are held by Canadian residents and

 

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the published market on which the greatest volume of trading in securities of the class occurred in the 12 months prior to the bid was not in Canada.

Upon consummation of the Business Combination, the rights of the holders of New SPAC Common Shares arising under the ABCA and the New SPAC Closing Articles, together with the New SPAC Closing Bylaws, will differ from and may be less favorable to the rights of holders of DCRD Class A Ordinary Shares arising under Cayman Islands law and the DCRD Articles.

Upon consummation of the Business Combination, the rights of holders of New SPAC Common Shares will arise under the New SPAC Closing Articles, the New SPAC Closing Bylaws and the ABCA. The New SPAC Closing Articles, together with the New SPAC Closing Bylaws, and the ABCA contain provisions that differ in some respects from those in the DCRD Articles and under Cayman Islands law and, therefore, some rights of holders of New SPAC Common Shares could differ from the rights that holders of DCRD Class A Ordinary Shares currently possess. For a more detailed description of the rights of holders of New SPAC Common Shares and how they may differ from the rights of holders of DCRD Class A Ordinary Shares, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.” The form of the New SPAC Closing Articles and the New SPAC Closing Bylaws are attached as Annex D and Annex J, respectively, to this proxy statement/prospectus, and you are urged to read it.

New SPAC Common Shares are subject to Canadian insolvency laws which are substantially different from Cayman Islands insolvency laws and may offer less protections to New SPAC Shareholders compared to Cayman Islands insolvency laws.

As a public company incorporated under the laws of the Province of Alberta, New SPAC will be subject to Canadian insolvency laws and may also be subject to the insolvency laws of other jurisdictions in which New SPAC will conduct business or hold assets. These laws may apply where any insolvency proceedings or procedures are to be initiated against or by New SPAC. Canadian insolvency laws may offer New SPAC Shareholders less protection than they would have had under Cayman Islands insolvency laws and it may be more difficult (or even impossible) for shareholders to recover the amount they could expect to recover in a liquidation under Cayman Islands insolvency laws.

New SPAC may be involved from time to time in legal proceedings and commercial or contractual disputes, which could have a material adverse effect on its business, results of operations and financial condition.

From time to time, New SPAC may be involved in legal proceedings and commercial disputes. Such proceedings or disputes are typically claims that arise in the ordinary course of business, including, without limitation, commercial or contractual disputes, and other disputes with customers and suppliers, intellectual property matters, environmental issues, tax matters and employment matters.

Further, in the normal course of Hammerhead’s operations, potential litigation may develop in relation to personal injuries (including resulting from exposure to hazardous substances, property damage, land and access rights, environmental issues, including claims relating to contamination or natural resource damages and contract disputes).

The outcome with respect to outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to New SPAC and/or Hammerhead and could have a material adverse effect on New SPAC’s assets, liabilities, business, financial condition and results of operations. Even if New SPAC prevails in any such legal proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from business operations, which could have an adverse effect on Hammerhead’s financial condition.

 

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Breach of confidentiality by a third party could impact New SPAC’s competitive advantage or put it at risk of litigation.

While discussing potential business relationships or other transactions with third parties, New SPAC may disclose confidential information relating to its business, operations or affairs. Although confidentiality agreements are generally signed by third parties prior to the disclosure of any confidential information, a breach could put New SPAC at competitive risk and may cause significant damage to its business. The harm to New SPAC’s business from a breach of confidentiality cannot presently be quantified, but may be material and may not be compensable in damages. In the event of a breach of confidentiality, New SPAC may not be able to obtain equitable remedies, such as injunctive relief, from a court of competent jurisdiction in a timely manner, if at all, in order to prevent or mitigate any damage to its business that such a breach of confidentiality may cause.

Forward-looking information may prove inaccurate.

DCRD Shareholders and prospective investors are cautioned not to place undue reliance on New SPAC’s or Hammerhead’s forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. See the section entitled “Cautionary Note on Forward-Looking Statements.”

DCRD cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Hammerhead’s business, including any material omissions or misstatements contained in the Registration Statement or this proxy statement/prospectus relating to the Business Combination, than an investor in an initial public offering. Additionally, following the consummation of the Business Combination, New SPAC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause DCRD Shareholders to lose some or all their investment.

Even though DCRD conducted due diligence on Hammerhead, this diligence may not have surfaced all material issues with Hammerhead, it may not be possible to uncover all material issues through a customary amount of due diligence, and factors outside of Hammerhead’s and outside of DCRD’s control may later arise. As a result of these factors, New SPAC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in reporting losses. Even if DCRD’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with DCRD’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on New SPAC’s liquidity, the fact that New SPAC reports charges of this nature could contribute to negative market perceptions about New SPAC following the completion of the Business Combination or its securities. In addition, charges of this nature may cause New SPAC to violate net worth or other covenants to which New SPAC may be subject as a result of assuming pre-existing debt held by Hammerhead or by virtue of New SPAC obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders of New SPAC following the Business Combination could suffer a reduction in the value of their securities. Such New SPAC Shareholders are unlikely to have a remedy for such reduction in value.

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Hammerhead pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatement or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of

 

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these material misstatements or omissions, there are no underwriters of the New SPAC Class A Common Shares that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material misstatement or omissions in the Registration Statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on Hammerhead’s financial condition, results of operations and the share price of New SPAC Class A Common Shares, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect New SPAC’s business, investments and results of operations. Compliance with changing regulation of corporate governance and public disclosure, once New SPAC is subject to such requirements, will result in significant additional expenses.

New SPAC will be subject to laws and regulations enacted by national, regional and local governments. In particular, New SPAC will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on New SPAC’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on New SPAC’s business, including its ability to negotiate and complete the Business Combination, and results of operations. Changing laws, regulations, and standards relating to corporate governance and public disclosure for public companies, including the Sarbanes-Oxley Act, various rules and regulations adopted by the SEC and Canadian securities laws, are creating uncertainty for public companies. Following the completion of the Business Combination, New SPAC’s management will need to invest significant time and financial resources to comply with both existing and evolving requirements for public companies, which will lead, among other things, to significantly increased general and administrative expenses and a certain diversion of management time and attention from revenue generating activities to compliance activities.

Risks Related to Ownership of New SPAC’s Securities

Concentration of ownership among Hammerhead’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

After the Business Combination, New SPAC’s executive officers, directors and their affiliates, including the Riverstone Parties (including 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer), (i) assuming no redemption by DCRD Shareholders of New SPAC Class A Common Shares, will hold approximately 64.4% of the outstanding New SPAC Common Shares and (ii) assuming maximum redemption by DCRD Public Shareholders of New SPAC Class A Common Shares, will hold approximately 85.5% of the outstanding New SPAC Common Shares. As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of the New SPAC Closing Articles and the New SPAC Closing Bylaws and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

Even if the Business Combination is consummated, the New SPAC Warrants may not be in the money at any time after they become exercisable, and they may expire worthless.

After the consummation of the Business Combination, the exercise price for the New SPAC Warrants will be $11.50 per New SPAC Common Share. The New SPAC Warrants may not be in the money at any time after they become exercisable and prior to their expiration, and as such, the New SPAC Warrants may expire worthless.

 

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New SPAC may amend the terms of the New SPAC Warrants in a manner that may be adverse to holders of New SPAC Warrants with the approval by the holders of at least 50% of the then-outstanding New SPAC Public Warrants (or, if applicable, 65% of the then-outstanding New SPAC Public Warrants and 65% of the then-outstanding New SPAC Private Placement Warrants, voting as separate classes). As a result, the exercise price of the New SPAC Warrants could be increased, the exercise period could be shortened and the number of New SPAC Common Shares purchasable upon exercise of a New SPAC Warrant could be decreased, all without a holder’s approval.

The DCRD Warrants were issued in registered form under the DCRD Warrant Agreement. New SPAC will assume the DCRD Warrant Agreement in connection with the consummation of the Business Combination and will enter into such amendments as are necessary to give effect to the provisions of the Business Combination Agreement (the “New SPAC Warrant Agreement”). The New SPAC Warrant Agreement will provide that the terms of the New SPAC Warrants may be amended without the consent of any holder to cure any ambiguity or correct or supplement any defective provision, but will require the approval by the holders of at least 50% of the then-outstanding New SPAC Public Warrants to make any other modifications or amendments, including any amendment to increase the warrant price or shorten the exercise period and any amendment to the terms of only the New SPAC Private Placement Warrants. Accordingly, New SPAC may amend the terms of the New SPAC Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding New SPAC Public Warrants (or, in the case of an amendment that adversely affects the New SPAC Public Warrants in a different manner than the New SPAC Private Placement Warrants or vice versa, 65% of the then-outstanding New SPAC Public Warrants and 65% of the then-outstanding New SPAC Private Placement Warrants, voting as separate classes) approve of such amendment. Although New SPAC’s ability to amend the terms of the New SPAC Public Warrants with the consent of at least 50% of the then-outstanding New SPAC Public Warrants (or, if applicable, 65% of the then-outstanding New SPAC Public Warrants and 65% of the then-outstanding New SPAC Private Placement Warrants, voting as separate classes) will be unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the New SPAC Warrants, convert the New SPAC Warrants into cash or shares (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of New SPAC Class A Common Shares purchasable upon exercise of a warrant.

New SPAC may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such warrants worthless.

Under the New SPAC Warrant Agreement, New SPAC will have the ability to redeem outstanding New SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New SPAC Class A Common Shares has been at least $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which New SPAC gives notice of such redemption and provided certain other conditions are met. If and when the New SPAC Warrants become redeemable by New SPAC, New SPAC may exercise its redemption rights even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding New SPAC Public Warrants could force holders of New SPAC Public Warrants (a) to exercise New SPAC Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (b) to sell New SPAC Public Warrants at the then-current market price when they might otherwise wish to hold their New SPAC Public Warrants or (c) to accept the nominal redemption price which, at the time the outstanding New SPAC Public Warrants are called for redemption, is likely to be substantially less than the market value of the New SPAC Public Warrants. None of the New SPAC Private Placement Warrants will be redeemable by New SPAC so long as they are held by DCRD Sponsor, DCRD’s independent directors or any of their permitted transferees. Further, in connection with the listing of the New SPAC Warrants on the TSX, in accordance with the TSX’s listing requirements in respect of warrants, New SPAC expects to provide certain undertakings to the TSX to the effect that New SPAC will not exercise certain of its rights under the New SPAC Warrant Agreement, including, notably, (i) changing the exercise price of the New SPAC Warrants and (ii) amending the expiry date of the New SPAC Warrants.

 

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The New SPAC Warrant Agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by New SPAC Warrant Holders, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with New SPAC.

The New SPAC Warrant Agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against New SPAC arising out of or relating in any way to the New SPAC Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that New SPAC will irrevocably submit to such jurisdiction, which jurisdiction will be exclusive. New SPAC will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

However, there is uncertainty as to whether a court would enforce this provision, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New SPAC, which may discourage such lawsuits. Additionally, warrantholders who do bring a claim in the courts of the State of New York or the United States District Court for the Southern District of New York could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near New York. Alternatively, if a court were to find this provision of the New SPAC Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, New SPAC may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect New SPAC’s business, financial condition and results of operations and result in a diversion of the time and resources of New SPAC’s management and board of directors.

Notwithstanding the foregoing, these provisions of the New SPAC Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

A significant portion of New SPAC’s total outstanding shares will be restricted from immediate resale but may be sold into the market shortly after the Business Combination. This could cause the market price of New SPAC Class A Common Shares to drop significantly, even if its business is performing well.

Sales of a substantial number of New SPAC Common Shares in the public market could occur after the consummation of the Business Combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New SPAC Common Shares. After the Business Combination (and assuming no redemptions by DCRD Public Shareholders of New SPAC Class A Common Shares), DCRD Initial Shareholders will hold approximately 2.8% of the outstanding New SPAC Common Shares, including the 3,557,812 New SPAC Common Shares received in exchange for the DCRD Founder Shares when converted. Assuming a maximum redemption by DCRD Public Shareholders of 31,625,000 New SPAC Class A Common Shares, DCRD Initial Shareholders will hold approximately 3.7% of the outstanding New SPAC Common Shares including the 3,557,812 New SPAC Common Shares received in exchange for the DCRD Founder Shares when converted. Pursuant to the terms of the Sponsor Support Agreement, among other things, DCRD Sponsor and Riverstone Fund V agreed to (and agreed to cause its controlled affiliates to) (i) not transfer the DCRD Founder Shares, DCRD Class B Common Shares or New SPAC Class B Common Shares (or New SPAC Class A Common Shares issuable upon conversion of New SPAC Class B Common Shares in connection with the Business Combination) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of the New SPAC Class A Common

 

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Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which New SPAC completes a liquidation, amalgamation, share exchange or other similar transaction that results in all of New SPAC’s shareholders having the right to exchange their shares for cash, securities or other property and (ii) not transfer any DCRD Private Placement Warrants, any New SPAC Private Placement Warrants or New SPAC Warrants (or New SPAC Class A Common Shares issued or issuable upon exercise of the New SPAC Warrants) until 30 days after the Closing. Concurrently with the Closing, DCRD will enter into the A&R Registration Rights Agreement, pursuant to which New SPAC will agree that, within 15 business days after the Closing, New SPAC will file with the SEC (at New SPAC’s sole cost and expense) the Resale Registration Statement, and New SPAC will use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing thereof. In certain circumstances, the holders can demand New SPAC’s assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights. Following the Closing, 99,999,186 New SPAC Class A Common Shares (including 12,737,500 New SPAC Class A Common Shares issuable upon exercise of New SPAC Private Placement Warrants and up to 1,500,000 New SPAC Class A Common Shares issuable upon exercise of New SPAC Warrants issuable upon conversion of Working Capital Loans) will be subject to registration rights pursuant to the A&R Registration Rights Agreement.

Upon completion of the Business Combination, the Riverstone Parties will own 74,769,391 New SPAC Common Shares (including New SPAC Class A Common Shares received in exchange for DCRD Founder Shares held by certain Riverstone Fund V Entities pursuant to the Founder Transfer), representing 58.5% of the New SPAC Class A Common Shares (assuming no redemptions of New SPAC Class A Common Shares). The sale of substantial amounts of such New SPAC Class A Common Shares in the public market by the Riverstone Parties, or the perception that such sales could occur, could harm the prevailing market price of the New SPAC Class A Common Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for New SPAC to sell New SPAC Class A Common Shares in the future at a time and at a price that it deems appropriate. There can be no assurance as to the timing of any disposition of New SPAC Common Shares by Riverstone Fund V or any of the Riverstone Parties, subject in any event to the Lock-Up Agreement and other contractual restrictions described herein. A majority of the New SPAC Common Shares owned by the Riverstone Parties will be held by vehicles for Riverstone Fund V. Riverstone Fund V has reached the end of its term and will continue operations through its dissolution process, so that Riverstone Fund V will be orderly wound up and its assets liquidated. The general partner of Riverstone Fund V will use its best efforts to reduce to cash and cash equivalent assets such assets of Riverstone Fund V as the general partner deems it advisable to sell, subject to maximizing value for such assets and any tax or other legal considerations.

After the restrictions on transfer referred to above end, DCRD Sponsor could sell, or indicate an intention to sell, any or all of these securities in the public market. As a result, the trading price of New SPAC Securities could decline. In addition, the perception in the market that these sales may occur could also cause the trading price of New SPAC Securities to decline.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about New SPAC, its business or its market, or if they change their recommendations regarding New SPAC Securities adversely, the price and trading volume of New SPAC Securities could decline.

The trading market for New SPAC Securities will be influenced by the research and reports that industry or securities analysts may publish about New SPAC, its business, its market or its competitors. If any of the analysts who may cover New SPAC following the Business Combination change their recommendation regarding New SPAC Securities adversely, or provide more favorable relative recommendations about New SPAC’s competitors, the price of New SPAC Securities would likely decline. If any analyst who may cover New SPAC following the Business Combination were to cease their coverage or fail to regularly publish reports on

 

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New SPAC, New SPAC could lose visibility in the financial markets, which could cause its share price or trading volume to decline.

Following the consummation of the Business Combination, New SPAC’s sole material asset will be its direct equity interest in the Amalgamated Company, and New SPAC will be accordingly dependent upon distributions from the Amalgamated Company to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on New SPAC Common Shares.

Subsequent to the completion of the Business Combination, New SPAC will have no material assets other than its direct equity interest in the Amalgamated Company. New SPAC will have no independent means of generating revenue. To the extent the Amalgamated Company has available cash, New SPAC will cause the Amalgamated Company to make distributions of cash to New SPAC to pay taxes, cover New SPAC’s corporate and other overhead expenses and pay dividends, if any, on New SPAC Common Shares. To the extent that New SPAC needs funds and the Amalgamated Company fails to generate sufficient cash flow to distribute funds to New SPAC or is restricted from making such distributions or payments under applicable law or regulation or under the terms of its financing arrangements, or is otherwise unable to provide such funds, New SPAC’s liquidity and financial condition could be materially adversely affected.

The price at which New SPAC Securities will be quoted on the NASDAQ and the TSX may increase or decrease due to a number of factors, which may negatively affect the price of New SPAC Securities.

The price at which New SPAC Securities will be quoted on the NASDAQ and the TSX may increase or decrease due to a number of factors. The price of New SPAC Securities may not increase following the quotation of New SPAC Securities on the NASDAQ and the TSX, even if New SPAC’s operations and financial performance improves. Some of the factors which may affect the price of New SPAC Securities include:

 

   

fluctuations in domestic and international markets for listed securities;

 

   

general economic conditions, including interest rates, inflation rates, exchange rates and commodity and oil prices;

 

   

changes to government fiscal, monetary or regulatory policies, legislation or regulation;

 

   

inclusion in or removal from market indices;

 

   

strategic decisions by New SPAC or New SPAC’s competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business or growth strategies;

 

   

securities issuances by New SPAC, or share resales by New SPAC Shareholders, or the perception that such issuances or resales may occur;

 

   

pandemic risk;

 

   

the nature of the markets in which New SPAC operates; and

 

   

general operational and business risks.

Other factors which may negatively affect investor sentiment and influence New SPAC, specifically or the securities markets more generally include acts of terrorism, an outbreak of international hostilities or tensions, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, outbreaks of disease or other man-made or natural events. New SPAC will have a limited ability to insure against the risks mentioned above.

In the future, New SPAC may need to raise additional funds which may result in the dilution of New SPAC Shareholders, and such funds may not be available on favorable terms or at all.

New SPAC may need to raise additional capital in the future