DECN PLUS Item 7.01. Regulation FD Disclosure.
As previously announced by
On
Pursuant to DCRD's Amended and Restated Memorandum and Articles of Association
(the "DCRD Articles"), any holders of DCRD Public Shares other than DCRD's
sponsor,
To exercise redemption rights, holders of DCRD Public Shares must:
• if you hold DCRD Public Shares through DCRD units sold in DCRD's initial
public offering ("DCRD Units"), elect to separate such DCRD Units into
the underlying DCRD Public Shares and DCRD public warrants;
• prior to 5:00 p.m., Eastern Time , on February 7, 2023 (the "New
Redemption Deadline"), tender the shares physically or electronically and
submit a request in writing that the shares be redeemed for cash to
Continental Stock Transfer & Trust Company , DCRD's transfer agent (the
"Transfer Agent"), at the following address:
Continental Stock Transfer & Trust Company
1 State Street , 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com;
• identify yourself as the beneficial holder of the DCRD Public Shares and
provide your legal name, phone number and address; and
• deliver the DCRD Public Shares either physically or electronically
through the automated system for deposits and withdrawals of securities
("DWAC") of The Depository Trust Company ("DTC") to the Transfer Agent
before the New Redemption Deadline. DCRD Public 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.
Any demand for redemption, once made, may be withdrawn at any time until the New
Redemption Deadline and thereafter, with DCRD's consent, until the closing of
the Business Combination. If a DCRD Public Shareholder delivers, or previously
delivered, its DCRD Public Shares for redemption to the Transfer Agent, and
decides within the required timeframe not to exercise its redemption rights,
such DCRD Public Shareholder may request that the Transfer Agent return such
DCRD Public Shares (physically or electronically). DCRD Public Shareholders
wishing to withdraw their demand for redemption may make such request by
contacting the Transfer Agent by mail at
2
--------------------------------------------------------------------------------
DCRD Public Shareholders who previously elected to redeem their shares and do not wish to change their election do not need to take any additional action.
A copy of the press release is attached hereto as Exhibit 99.1. The exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
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 Hammerhead's or DCRD's ability to effectuate the
proposed Business Combination discussed in this document and other statements
that are not historical facts. 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; (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) Hammerhead's and the post-combination company's success in retaining or
recruiting, or changes required in, its officers, key employees or directors
following the proposed Business Combination; (v) the ability of the parties to
obtain the listing of the post-combination company's common shares and warrants
on NASDAQ upon the closing of the proposed Business Combination; (vi) the risk
that the proposed Business Combination disrupts current plans and operations of
Hammerhead; (vii) the ability to recognize the anticipated benefits of the
proposed Business Combination; (viii) unexpected costs related to the proposed
Business Combination; (ix) the amount of redemptions by DCRD's public
shareholders being greater than expected; (x) the management and board
composition of the post-combination company following completion of the proposed
Business Combination; (xi) limited liquidity and trading of the post-combination
company's securities; (xii) geopolitical risk and changes in applicable laws or
regulations; (xiii) the possibility that Hammerhead or DCRD may be adversely
affected by other economic, business, and/or competitive factors;
(xiv) operational risks; (xv) the possibility that the COVID-19 pandemic or
another major disease disrupts Hammerhead's business; (xvi) litigation and
regulatory enforcement risks, including the diversion of management time and
attention and the additional costs and demands on Hammerhead's resources;
(xvii) the risks that the consummation of the proposed Business Combination is
substantially delayed or does not occur; and (xviii) 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
3
--------------------------------------------------------------------------------
Important Information for Investors and Shareholders and Where to Find It
In connection with the proposed Business Combination, NewCo filed a registration
statement on Form F-4 (as amended from time to time, the "Registration
Statement") that includes a proxy statement of DCRD (the "Proxy Statement") and
a prospectus of NewCo. The Registration Statement is now effective. The Proxy
Statement was 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 definitive proxy statement/prospectus and
other documents filed or that will be filed with the
No Offer or Solicitation
This document relates to a proposed business combination between Hammerhead and DCRD. This document 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release datedJanuary 30, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
--------------------------------------------------------------------------------
© Edgar Online, source
