Hammerhead Resources Inc entered into a definitive agreement to acquire Decarbonization Plus Acquisition Corporation IV (NasdaqCM:DCRD) from a group of shareholders for approximately $880 million in a reverse merger transaction on September 25, 2022. Under the terms of transaction, the equity issued to the existing Hammerhead shareholders will be approximately $882 million, giving approximately 69.07% ownership of the combined company to the existing shareholders of Hammerhead. Upon closing of the transaction, the combined company is expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol “HHRS”. The combined company will continue to be managed by Hammerhead's current executive team, led by Chief Executive Officer Scott Sobie. Upon closing, the combined company is expected to feature a seven-person Board of Directors. Jim McDermott is expected to serve on the combined company's board, along with the six other individuals that will be designated by Hammerhead prior to closing.

The transaction is subject to approval of shareholders of both Hammerhead and DCRD; approval of the Alberta Court of King's Bench; new SPAC shares been accepted for listing on the Nasdaq Capital Market; Registration Statement been declared effective; and other customary closing conditions. In connection with the agreement, sponsor support agreement and Hammerhead shareholder support agreement has been executed to vote in favor of the transaction. The transaction was unanimously recommended and approved by the Special Committees and boards of directors of both Hammerhead and DCRD. As of December 30, 2022, the Registration Statement was declared effective by the SEC. The Shareholders' Meeting of DCRD to approve the proposed business combination and related matters is scheduled to be held on January 23, 2023. The new Shareholders' Meeting is scheduled to be held on February 3, 2023. As of January 12, 2023, Decarbonization Plus Acquisition Corporation reminds its shareholders to vote in favor of the business combination Closing of the transaction is expected to occur in Q1 2023. As of January 17, 2023, the transaction is subject to close in February 2023.

Blake, Cassels & Graydon LLP acted as legal advisor and Peters & Co., Limited acted as fairness opinion provider to the Special Committee of the Hammerhead Board of Directors. Maples Group acted as legal advisor and Kroll, LLC acted as fairness opinion provider to the Special Committee of DCRD's Board of Directors. Bill Maslechko and Lindsay Cox of Burnet, Duckworth & Palmer LLP and Adam M. Givertz, Matthew Jordan, David Mayo, Marta Kelly and Ian M. Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Hammerhead. K. Stancell Haigwood, Dan Komarek, Zach Swartz and Ramey Layne of Vinson & Elkins LLP, John M. Mercury, John Lawless, Darcy D. Moch KC, Marshall R. Haughey, Jon C. Truswell, Kevin Myson, John R. Gilmore, Susan G. Seller, Adam Kalbfleisch, Mark S. Powell, Simon Foxcroft and Keely Cameron of Bennett Jones LLP and Walkers acted as legal advisor to DCRD. CIBC Capital Markets and Peters & Co., Limited acted as financial advisor to Hammerhead. National Bank Financial Inc. and ATB Financial acted as strategic advisors to Hammerhead. Vinson & Elkins LLP acted as legal due diligence provider to DCRD. Duff & Phelps, A Kroll Business acted as financial advisor to the special committee of DCRD. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to DCRD. 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. As compensation for Duff & Phelps' services in connection with the rendering of the Fairness Opinion to the Special Committee, DCRD agreed to pay Duff & Phelps a fee of $0.5 million.

Hammerhead Resources Inc completed the acquisition of Decarbonization Plus Acquisition Corporation IV (NasdaqCM:DCRD) from a group of shareholders on February 23, 2023. Of the shares voted at the special meeting of DCRD's shareholders, 89% voted to approve the business combination. Of the shares voted at the annual and special meeting of Hammerhead Resources shareholders, 99.4% of the common shares, preferred shares (on an as converted basis) and warrants entitled to vote on the business combination, approved the business combination. Hammerhead is expected to be dually listed on the NASDAQ and TSX, with its Class A common shares to commence trading on both exchanges under the ticker symbol ”HHRS”.