Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
On February 21, 2023, DCRD entered into that certain Assignment and Assumption
Agreement (the "Warrant Assumption Agreement") by and among DCRD, NewCo,
Continental Stock Transfer & Trust Company, a New York corporation ("CST"), and
Computershare Inc., a Delaware corporation, and its affiliate, Computershare
Trust Company, N.A., a federally chartered trust company (collectively,
"Computershare"). Pursuant to the Warrant Assumption Agreement, New SPAC assumed
by way of assignment and assumption all of the liabilities, duties and
obligations of DCRD under and in respect of the Warrant Agreement, dated
August 10, 2021, between DCRD and CST, as warrant agent (the "DCRD Warrant
Agreement"), and Computershare was appointed as successor warrant agent under
the DCRD Warrant Agreement. In connection with the SPAC Amalgamation and
pursuant to the Business Combination Agreement, each whole warrant issued to
Decarbonization Plus Acquisition Sponsor IV LLC ("DCRD Sponsor") and certain of
DCRD's independent directors in a private placement simultaneously with the
closing of DCRD's initial public offering (the "DCRD IPO," and such warrants,
the "DCRD Private Placement Warrants") and each whole warrant sold as part of
the DCRD units in the DCRD IPO (the "DCRD Units") (whether they were purchased
in the DCRD IPO or thereafter in the open market) (the "DCRD Public Warrants,"
and, together with the DCRD Private Placement Warrants, the "DCRD Warrants") was
exchanged for a warrant to acquire one Class A common share in the authorized
share capital of New SPAC (a "New SPAC Class A Common Share," and such warrants
to acquire New SPAC Class A Common Shares being referred to as "New SPAC
Warrants"). The New SPAC Warrants are subject to substantially the same terms
and conditions as were applicable to the DCRD Warrants and are governed by an
Amended and Restated Warrant Agreement entered into on February 22, 2023 by and
between New SPAC and Computershare.
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The description of the Warrant Assumption Agreement in this Current Report on
Form 8-K does not purport to be complete and is subject and qualified in its
entirety by reference to the full text of the Warrant Assumption Agreement,
which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
On February 21, 2023, pursuant to the Domestication, each Class A ordinary
share, par value $0.0001 per share, of DCRD (a "DCRD Class A Ordinary Share")
was exchanged for a Class A common share of DCRD (a "DCRD Class A Common Share")
and each Class B ordinary share, par value $0.0001 per share, of DCRD was
exchanged for one Class B common share of DCRD (a "DCRD Class B Common Share").
On February 22, 2023, pursuant to the SPAC Amalgamation, (a) each DCRD Class A
Common Share issued and outstanding immediately prior to the effective time of
the SPAC Amalgamation (the "SPAC Amalgamation Effective Time") was exchanged, on
a one-for-one basis, for a New SPAC Class A Common Share; (b) each DCRD Class B
Common Share issued and outstanding immediately prior to the SPAC Amalgamation
Effective Time was 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");
(c) the common share of NewCo held by Hammerhead was exchanged for one New SPAC
Class A Common Share; (d) each DCRD Warrant issued and outstanding immediately
prior to the SPAC Amalgamation Effective Time was exchanged for a New SPAC
Warrant; (e) each DCRD Unit issued and outstanding immediately prior to the SPAC
Amalgamation Effective Time was exchanged for one unit of New SPAC representing
one New SPAC Class A Common Share and one-half of one New SPAC Warrant; and
(f) the New SPAC Class A Common Share held by Hammerhead was 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 articles of amalgamation of Hammerhead dated October 1, 2017, as have
been amended from time to time, were 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 common
shares in the authorized share capital of Hammerhead were 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
the Employee Borrowers (as defined in the Prospectus) was exchanged for one
Hammerhead Class B Common Share; (c) each then issued and outstanding New SPAC
Class B Common Share was exchanged for one New SPAC Class A Common Share
pursuant to the articles of New SPAC adopted at the effective time of the
Company Amalgamation and in accordance with the Plan of Arrangement; and
(d) each warrant to purchase Hammerhead Common Shares was either 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 was exchanged for a number of New SPAC
Class A Common Shares equal to the Hammerhead Common Share Exchange Ratio (as
defined in the Prospectus); (b) each then issued and outstanding Series VIII
First Preferred Share in the authorized share capital of Hammerhead was
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 was 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
Prospectus); (d) each then issued and outstanding Series VI First Preferred
Share in the authorized share capital of Hammerhead was exchanged for one New
SPAC Class A Common Share; (e) each then issued and outstanding Series IV First
Preferred Share in the authorized share capital of Hammerhead was 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 was
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 Prospectus);
(g) each then issued and outstanding Series II First Preferred Share in the
authorized share capital of Hammerhead was 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
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the authorized share capital of Hammerhead was exchanged for one New SPAC
Class A Common Share; (i) each then issued and outstanding Hammerhead Option (as
defined in the Prospectus) was 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
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Items 1.01 and 2.01 of
this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Amalgamations, on February 22, 2023, DCRD notified the
Nasdaq Capital Market ("Nasdaq") of the consummation of the SPAC Amalgamation
and requested that Nasdaq suspend trading of the DCRD Class A Ordinary Shares,
DCRD Public Warrants and DCRD Units (the "DCRD Securities") effective as of the
close of trading on February 24, 2023. On February 23, 2023, DCRD notified
Nasdaq of the consummation of the Business Combination and requested that Nasdaq
file with the SEC a Form 25 to delist the DCRD Securities under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On
February 27, 2023, New SPAC Class A Common Shares and New SPAC Warrants began
trading on Nasdaq under the ticker symbols "HHRS" and "HHRSW," respectively, and
on the Toronto Stock Exchange under the ticker symbols "HHRS" and "HHRS.WT,"
respectively. DCRD intends to file a certification on Form 15 with the SEC to
deregister the DCRD Securities and suspend DCRD's reporting obligations under
Sections 13 and 15(d) of the Exchange Act.
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 1.01, 2.01 and 3.01
of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events
On February 23, 2023, a press release was issued announcing the closing of the
Business Combination, a copy of which is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1* Business Combination Agreement, dated September 25, 2022, by and
among DCRD, Hammerhead, NewCo and AmalCo (incorporated by reference to
Annex A to NewCo's Prospectus filed with the SEC on December 30,
2022).
4.1 Assignment and Assumption Agreement by and among DCRD, NewCo, CST
and Computershare, dated February 21, 2023.
99.1 Press Release dated February 23, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted
schedules to the SEC upon request.
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