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PARK, Calif., Jan. 12,
2023 /PRNewswire/ -- Decarbonization Plus Acquisition
Corporation IV (NASDAQ: DCRD) ("DCRD"), a publicly-traded special
purpose acquisition company, reminds its shareholders to vote in
favor of the previously announced business combination with
Hammerhead Resources Inc. ("Hammerhead"), a Calgary–based energy
company.
DCRD has commenced mailing of its definitive proxy statement
(the "Proxy Statement") and voting instruction form or a proxy card
relating to the extraordinary general meeting of DCRD shareholders
(the "Extraordinary General Meeting") to DCRD shareholders of
record as of the close of business on December 14, 2022 (the "Record Date"), who will
be entitled to attend and participate in the Extraordinary General
Meeting.
The Extraordinary General Meeting to approve the proposed
business combination and related matters is scheduled to be held on
January 23, 2023 at 10:00 a.m. Eastern
Time. The Special Meeting will be held at the offices of
Vinson & Elkins L.L.P. located at 1114 Avenue of the
Americas, 32nd Floor, New York, NY
10036 and virtually via live webcast at
https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023.
Additional information on how shareholders of record may vote
their shares can be found at:
https://dcrbplus.com/investor-relations/dcrd-iv/How-to-Vote/.
Every shareholder's vote is important, regardless of
the number of shares held. Accordingly, all DCRD shareholders who
held shares as of the Record Date and have not yet voted are
encouraged to do so as soon as possible so that their votes are
received by DCRD prior to the deadlines set forth below. For the
avoidance of doubt, DCRD shareholders who owned shares as of the
Record Date and subsequently sold all or a portion of their shares
are STILL entitled to vote, and are encouraged to do so.
DCRD's board of directors recommends you vote "FOR" the
business combination with Hammerhead and "FOR" all of the related
proposals described in the Proxy Statement filed by DCRD with the
Securities and Exchange Commission ("SEC") on December 30,
2022.
Voting is simple. There are three ways to vote:
- Vote Online (Highly
recommended): Follow the instructions on the Voting
Instruction Form provided by the broker, bank or nominee through
which you hold shares. To vote online, access the designated voting
website by entering your voting control number, which you can find
on the Voting Instruction Form provided by your broker, bank, or
nominee. Once you access the website, simply follow the
instructions provided. Internet votes must be received by DCRD
by 11:59 p.m., Eastern Time, on
January 22, 2023. However, your
broker, bank or nominee may have an earlier deadline to receive
your vote.
- Vote at the Meeting: If you plan to attend
the Extraordinary General Meeting, you will need your voting
control number to vote electronically at the Extraordinary General
Meeting. You can find your control number and the address for the
Extraordinary General Meeting on the Voting Instruction Form
provided by your broker, bank or nominee.
- Vote by Mail: Follow the instructions
provided by your broker, bank or nominee on the Voting Instruction
Form mailed (or e-mailed) to you. To send in your vote via mail,
you will need your voting control number, which you can find on the
Voting Instruction Form provided by your broker, bank or nominee.
Please be sure to, (1) mark, sign and date your Voting Instruction
Form; (2) Return your Voting Instruction Form in the envelope
provided or through any other means described in your Voting
Instruction Form; and (3) Mail as soon as possible so that your
vote arrives before January 23, 2023.
Mail votes must be received by DCRD prior to the Extraordinary
General Meeting at 10:00 a.m., Eastern
Time, on January 23,
2023
YOUR CONTROL NUMBER IS FOUND ON YOUR VOTING INSTRUCTION
FORM. Control numbers are unique to each individual account and
only your bank, broker or nominee has access to this information.
If you did not receive or have misplaced your Voting Instruction
Form, contact the broker, bank or nominee through which you hold
your shares for a form replacement or to obtain your control
number. You will need this in order to vote or to attend the
Extraordinary General Meeting.
About Decarbonization Plus Acquisition Corporation IV
Decarbonization Plus Acquisition Corporation IV is a blank check
company formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with a target whose principal
effort is developing and advancing a platform that decarbonizes the
most carbon-intensive sectors. DCRD is sponsored by an affiliate of
Riverstone Holdings LLC.
About Hammerhead
Hammerhead is a Calgary,
Canada-based energy company, with assets and operations in
Alberta targeting the Montney formation. Hammerhead was formed in
2009 and has over 85 employees as of September 1, 2022.
Forward Looking Statements
This communication 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 communication; statements related to the
commencement of mailing of the Proxy Statement; and statements
related to the Extraordinary General Meeting. These forward-looking
statements are based on information available as of the date of
this communication, 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 Hammerhead Energy Inc.'s
("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 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 proposed business combination due to the
failure to obtain approval of DCRD's shareholders; (v) 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; (vi) 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; (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
the post-combination company following completion of the proposed
business combination; (xii) limited liquidity and trading of the
post-combination company'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 relating to the proposed
business combination, including those under "Risk Factors" therein,
and in DCRD's other filings with the SEC.
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 preliminary
proxy statement of DCRD and a preliminary prospectus of NewCo. The
Registration Statement is now effective, and the Proxy Statement
has been mailed to DCRD shareholders of record as of the close of
business on December 14, 2022. The
Registration Statement, including the proxy statement/prospectus
contained therein, contains important information about the
proposed business combination and the other matters to be voted
upon at the Extraordinary General 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. DCRD and NewCo may
also file other documents with the SEC regarding the proposed
business combination. DCRD's shareholders and other interested
persons are advised to read the Registration Statement, including
the preliminary proxy statement/prospectus contained therein, and
the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials contain
important information about DCRD, Hammerhead, NewCo and the
proposed business combination.
DCRD shareholders and other interested persons can obtain, free
of charge, 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 SEC by DCRD and NewCo through the
website maintained by the SEC at www.sec.gov.
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 SEC,
including DCRD's Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, which was
filed with the SEC on March 29, 2022,
and is available free of charge at the SEC's web site at
www.sec.gov. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies of
DCRD shareholders in connection with the proposed business
combination and other matters to be voted upon at the Extraordinary
General Meeting is set forth in the Registration Statement for the
proposed business combination.
No Offer or Solicitation
This communication relates to a proposed business combination
between Hammerhead and DCRD. This communication 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 communication 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.
DCRD Media Contact
Daniel
Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
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SOURCE Decarbonization Plus Acquisition Corporation IV
