MENLO
PARK, Calif., Jan. 30,
2023 /PRNewswire/ -- Decarbonization Plus Acquisition
Corporation IV (NASDAQ: DCRD) ("DCRD"), a publicly-traded special
purpose acquisition company, is reopening the period during which
holders of DCRD's Class A ordinary shares (such shares, the "DCRD
Public Shares" and, such holders, the "DCRD Public Shareholders")
may elect to redeem their DCRD Public Shares in connection with
DCRD's previously announced business combination (the "Business
Combination") with Hammerhead Resources Inc. ("Hammerhead"),
pursuant to the Business Combination Agreement, dated as of
September 25, 2022, by and among
DCRD, Hammerhead, Hammerhead Energy Inc. ("NewCo") and 2453729
Alberta ULC.
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, Decarbonization Plus Acquisition
Sponsor IV LLC, or DCRD's officers or directors may elect to have
their DCRD Public Shares redeemed for cash at a per-share
redemption price equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in
DCRD's trust account (the "Trust Account") and not previously
released to DCRD to fund regulatory withdrawals or to pay its
taxes, calculated as of two business days prior to the consummation
of the Business Combination, divided by the number of
then-outstanding DCRD Public Shares.
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 Continental Stock Transfer & Trust
Company, 1 State Street, 30th Floor, New
York, New York 10004-1561, Attention: Mark Zimkind, or by email at
mzimkind@continentalstock.com.
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.
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 and other statements that are not
historical facts. 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 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 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 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 December 14, 2022 and each
proposal contained therein that was presented to DCRD's
shareholders at the extraordinary general meeting held on
January 23, 2023 was approved. This
communication does not contain all of 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 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 copies
of the Registration Statement, including the definitive proxy
statement/prospectus and other documents filed or that will be
filed with the SEC, free of charge, by DCRD and NewCo through the
website maintained by the SEC at www.sec.gov.
No Offer or Solicitation
This communication relates to a proposed business combination
between Hammerhead and DCRD. This communication 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
