Item 1.01 Entry into a Material Definitive Agreement
On
Business Combination Agreement
On
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
Conversion of Securities
Pursuant to the SPAC Amalgamation, which will take place not later than one
business day prior to the closing (the "Closing") of the Proposed Transactions
(the "Closing Date"), (i) each then issued and outstanding Class A common share
of the Company following the Domestication ("SPAC Class A Common Shares") will
be exchanged, on a one-for-one basis, for a Class A common share in the
authorized share capital of New SPAC (the "New SPAC Class A Common Shares"),
(ii) each then issued and outstanding Class B common share of the Company
following the Domestication ("SPAC Class B Common Shares") will be exchanged, on
a one-for-one basis, for a Class B common share in the authorized share capital
of New SPAC (the "New SPAC Class B Common Shares"), (iii) each then issued and
outstanding warrant to acquire one Class A common share of the Company following
the Domestication ("SPAC Warrant") will be exchanged for a warrant to acquire
one New SPAC Class A Common Share pursuant to the Warrant Agreement, dated
2
--------------------------------------------------------------------------------
Pursuant to the Company Amalgamation, on the Closing Date and following the settlement of all then issued and outstanding warrants to acquire Hammerhead Shares for New SPAC Class A Common Shares or cash (the "Hammerhead Warrant Settlement"), (i) each then issued and outstanding Series IX Preferred Share 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 below), (ii) each then issued and outstanding Series VIII Preferred Share of Hammerhead (each, a "Hammerhead Series VIII Preferred Share") will be exchanged for one New SPAC Class A Common Share, (iii) each then issued and outstanding Series VII Preferred Share 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 below), (iv) each then issued and outstanding Series VI Preferred Share of Hammerhead (each, a "Hammerhead Series VI Preferred Share") will be exchanged for one New SPAC Class A Common Share, (v) each then issued and outstanding Series IV Preferred Share of Hammerhead (each, a "Hammerhead Series IV Preferred Share") will be exchanged for one New SPAC Class A Common Share, (vi) each then issued and outstanding Series III Preferred Share 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 below), (vii) each then issued and outstanding Series II Preferred Share 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, (viii) each then issued and outstanding Series I Preferred Share of Hammerhead (each, a "Hammerhead Series I Preferred Share" and together with the Hammerhead Series VIII Preferred Shares, the Hammerhead Series VII Preferred Shares, the Hammerhead Series VI Preferred Shares, the Hammerhead Series IV Preferred Shares, the Hammerhead Series III Preferred Shares, the Hammerhead Series II Preferred Shares, and the Hammerhead Series IX Preferred Shares, the "Hammerhead Preferred Shares") will be exchanged for one New SPAC . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The SPAC Class A Ordinary Shares and the Company's warrants are currently listed for trading on Nasdaq under the symbols "DCRD" and "DCRDW," respectively. In addition, certain SPAC Class A Ordinary Shares and the Company's warrants currently trade as units consisting of one SPAC Class A Ordinary Share and one-half of one warrant, and are also listed for trading on Nasdaq under the symbol "DCRDU." As a result of the Proposed Transactions, (i) each SPAC Class A Ordinary Share will be exchanged for a SPAC Class A Common Share and then a New SPAC Class A Common Share, (ii) the Company's warrants will be exchanged for SPAC Warrants and then New SPAC Warrants and (iii) the Company's units will be exchanged for SPAC Units and then New SPAC Units. In connection with the Closing, (i) all of the Company's ordinary shares, units and warrants will be delisted from Nasdaq and will cease to be publicly traded, (ii) the New SPAC Class B Common Shares will be exchanged for New SPAC Class A Common Shares and the New SPAC Units will automatically separate into the component securities and (iii) New SPAC will list the New SPAC Class A Common Shares and the New SPAC Warrants for trading on Nasdaq under the symbols "HHRS" and "HHRSW," respectively.
Item 7.01 Regulation FD Disclosure
On
8
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description 2.1* Business Combination Agreement, dated as ofSeptember 25, 2022 , by and amongDecarbonization Plus Acquisition Corporation IV ,Hammerhead Resources Inc. ,Hammerhead Energy Inc. and 2453729 Alberta ULC. 10.1 Form of Lock-Up Agreement. 10.2 Sponsor Support Agreement, dated as ofSeptember 25, 2022 , by and amongDecarbonization Plus Acquisition Sponsor IV LLC ,Riverstone Global Energy and Power Fund V (Cayman), L.P. ,Decarbonization Plus Acquisition Corporation IV ,Hammerhead Energy Inc. andHammerhead Resources Inc. 10.3 Form of Hammerhead Shareholder Support Agreement. 10.4 Letter Agreement Amendment, datedSeptember 25, 2022 , amongDecarbonization Plus Acquisition Corporation IV , its officers and directors andDecarbonization Plus Acquisition Sponsor IV LLC . 10.5 Letter Agreement, datedSeptember 25, 2022 , among DecarbonizationPlus Acquisition Sponsor IV LLC , Dr.Jennifer Aaker ,Jane Kearns , James AC McDermott,Jeffrey H. Tepper ,Riverstone Global Energy and Power Fund V (Cayman), L.P. ,Riverstone V Investment Management Cooperatief U.A.,Riverstone V REL Hammerhead B.V. ,Riverstone V CIOC LP andDecarbonization Plus Acquisition Corporation IV . 99.1 Press Release, datedSeptember 26, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the
9
--------------------------------------------------------------------------------
Legend Information
Forward-Looking Statements
This document includes certain statements that may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements may include, for
example, statements about the Company or Hammerhead's ability to effectuate the
proposed business combination discussed in this document; the benefits of the
proposed business combination; the future financial performance of New SPAC
(which will be the go-forward public company following the completion of the
business combination) following the transactions; changes in Hammerhead's
strategy, future operations, financial position, estimated revenues and losses,
projected costs, prospects, plans and objectives of management. These
forward-looking statements are based on information available as of the date of
this document, and current expectations, forecasts and assumptions, and involve
a number of judgments, risks and uncertainties. Accordingly, forward-looking
statements should not be relied upon as representing the Company, Hammerhead or
New SPAC's views as of any subsequent date, and none of the Company, Hammerhead
or New SPAC undertakes any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws. Neither New SPAC nor the Company gives any
assurance that either New SPAC or the Company will achieve its expectations. You
should not place undue reliance on these forward-looking statements. As a result
of a number of known and unknown risks and uncertainties, New SPAC's actual
results or performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that could cause
actual results to differ include: (i) the timing to complete the proposed
business combination by the Company's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by the Company; (ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the definitive
agreements relating to the proposed business combination; (iii) the outcome of
any legal, regulatory or governmental proceedings that may be instituted against
New SPAC, the Company, Hammerhead or any investigation or inquiry following
announcement of the proposed business combination, including in connection with
the proposed business combination; (iv) the inability to complete the proposed
business combination due to the failure to obtain approval of the Company's
shareholders; (v) Hammerhead's and New SPAC's success in retaining or
recruiting, or changes required in, its officers, key employees or directors
following the proposed business combination; (vi) the ability of the parties to
obtain the listing of New SPAC's common shares and warrants on Nasdaq upon the
closing of the proposed business combination; (vii) the risk that the proposed
business combination disrupts current plans and operations of Hammerhead;
(viii) the ability to recognize the anticipated benefits of the proposed
business combination; (ix) unexpected costs related to the proposed business
combination; (x) the amount of redemptions by the Company's public shareholders
being greater than expected; (xi) the management and board composition of New
SPAC following completion of the proposed business combination; (xii) limited
liquidity and trading of New SPAC's securities; (xiii) geopolitical risk and
changes in applicable laws or regulations; (xiv) the possibility that Hammerhead
or the Company may be adversely affected by other economic, business, and/or
competitive factors; (xv) operational risks; (xvi) the possibility that the
COVID-19 pandemic or another major disease disrupts Hammerhead's business;
(xvii) litigation and regulatory enforcement risks, including the diversion of
management time and attention and the additional costs and demands on
Hammerhead's resources; (xix) the risks that the consummation of the proposed
business combination is substantially delayed or does not occur; and (xx) other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the proposed business combination, including
those under "Risk Factors" therein, and in the Company's other filings with the
Additional Information about the Proposed Transactions and Where to Find It
In connection with the proposed business combination, the Company and NewCo (as
the predecessor to New SPAC) intend to file the Registration Statement, which
will include a preliminary proxy statement of the Company and a preliminary
prospectus of NewCo, and after the Registration Statement is declared effective,
the Company will mail the definitive proxy statement/prospectus relating to the
proposed business combination to the Company's shareholders as of a record date
to be established for voting on the proposed business combination. The
Registration Statement, including the proxy statement/prospectus contained
therein, will contain important information about the proposed business
combination and the other matters to be voted upon at the Company Shareholders
Meeting. This communication does not contain all the information that should be
considered concerning the proposed business combination and other matters and is
not intended to provide the basis for any investment decision or any other
decision in respect of such matters. The Company and NewCo may also file other
documents with the
Company shareholders and other interested persons will be able to obtain copies
of the Registration Statement, including the preliminary proxy
statement/prospectus contained therein, the definitive proxy
statement/prospectus and other documents filed or that will be filed with the
10
--------------------------------------------------------------------------------
Participants in Solicitation
The Company, Hammerhead, NewCo and their respective directors, officers and
related persons may be deemed participants in the solicitation of proxies of
Company shareholders in connection with the proposed business combination. More
detailed information regarding the directors and officers of the Company, and a
description of their interests in the Company, is contained in the Company's
filings with the
No Offer or Solicitation
This communication relates to a proposed business combination between Hammerhead and the Company. This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any offer, sale or exchange of securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act or an exemption therefrom.
11
--------------------------------------------------------------------------------
© Edgar Online, source