Item 8.01 Other Events
As previously announced by
In connection with the proposed Business Combination, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a press release announcing that the definitive proxy
statement relating to the extraordinary general meeting of the Company's
shareholders in connection with the Business Combination (the "Shareholders'
Meeting"), which will be held at
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 99.1 Press release datedJanuary 3, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. 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 Hammerhead's or DCRD's ability to effectuate the proposed Business Combination discussed in this document; statements related to the commencement of mailing of the Proxy Statement; and statements related to the Shareholders' Meeting. 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 NewCo's, Hammerhead's or DCRD's views as of any subsequent date, and none of NewCo, Hammerhead or DCRD 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 NewCo nor DCRD gives any assurance that either NewCo or DCRD 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, NewCo'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 DCRD's business combination deadline and the failure to obtain
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an extension of the business combination deadline; (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 NewCo, DCRD, 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 Business Combination due to the failure to obtain approval of
DCRD's shareholders; (v) Hammerhead's and NewCo'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 NewCo'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 DCRD's public shareholders being
greater than expected; (xi) the management and board composition of NewCo
following completion of the proposed Business Combination; (xii) limited
liquidity and trading of NewCo's securities; (xiii) geopolitical risk and
changes in applicable laws or regulations; (xiv) the possibility that Hammerhead
or DCRD 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 DCRD's other filings with the
Important Information for Investors and Shareholders and Where to Find It
In connection with the proposed Business Combination, NewCo filed the
Registration Statement, which includes a preliminary proxy statement of DCRD and
a preliminary prospectus of NewCo. The Registration Statement is now effective,
and the Proxy Statement is being mailed to DCRD shareholders of record as of the
close of business on
DCRD shareholders and other interested persons can 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
Participants in the Solicitation
DCRD, Hammerhead, NewCo and their respective directors, officers and related
persons may be deemed participants in the solicitation of proxies of DCRD
shareholders in connection with the proposed Business Combination. More detailed
information regarding the directors and officers of DCRD, and a description of
their interests in DCRD, is contained in DCRD's filings with the
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No Offer or Solicitation
This document relates to a proposed business combination between Hammerhead and DCRD. 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 also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will 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.
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