Item 1.01 Entry into a Material Definitive Agreement

On September 25, 2022, Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the "Company"), entered into the Business Combination Agreement, as defined and described below, and certain other agreements related thereto, each as described below.

Business Combination Agreement

On September 25, 2022, the Company, Hammerhead Resources Inc., an Alberta corporation ("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead ("NewCo"), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of the Company ("AmalCo"), entered into a Business Combination Agreement (the "Business Combination Agreement"), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) the Company will transfer by way of continuation from the Cayman Islands to Alberta in accordance with the Cayman Islands Companies Act (as amended) and domesticate as an Alberta corporation in accordance with the Business Corporations Act (Alberta) (the "ABCA") (the "Domestication"), (ii) the Company will amalgamate with NewCo (the "SPAC Amalgamation") to form one corporate entity ("New SPAC") in accordance with the terms of a Plan of Arrangement (the "Plan of Arrangement") and (iii) Hammerhead will amalgamate with AmalCo (the "Company Amalgamation" and together with the SPAC Amalgamation, the "Amalgamations") to form a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement. The Amalgamations, together with the other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and all other agreements, certificates and instruments entered into in connection therewith, are referred to herein as the "Proposed Transactions."

Hammerhead is an oil and natural gas exploration, development and production company. Hammerhead's reserves, producing properties and exploration prospects are located in the province of Alberta in the Deep Basin of West Central Alberta where it is developing multi-zone, liquids-rich oil and gas plays. Affiliates of Riverstone Holdings LLC (the "Riverstone Parties"), which is affiliated with Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company and the Company's sponsor (the "Sponsor"), collectively own approximately 83% of the common shares of Hammerhead (the "Hammerhead Common Shares") (on an as-converted basis) and two members of the board of directors of Hammerhead (the "Hammerhead Board") are affiliates of Riverstone Holdings LLC. The board of directors of the Company and the Hammerhead Board each formed special committees to review and approve the Proposed Transactions.

Conversion of Securities

Pursuant to the SPAC Amalgamation, which will take place not later than one business day prior to the closing (the "Closing") of the Proposed Transactions (the "Closing Date"), (i) each then issued and outstanding Class A common share of the Company following the Domestication ("SPAC Class A Common Shares") will be exchanged, on a one-for-one basis, for a Class A common share in the authorized share capital of New SPAC (the "New SPAC Class A Common Shares"), (ii) each then issued and outstanding Class B common share of the Company following the Domestication ("SPAC Class B Common Shares") will be exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC (the "New SPAC Class B Common Shares"), (iii) each then issued and outstanding warrant to acquire one Class A common share of the Company following the Domestication ("SPAC Warrant") will be exchanged for a warrant to acquire one New SPAC Class A Common Share pursuant to the Warrant Agreement, dated August 10, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the "New SPAC Warrants"), (iv) each then issued and outstanding unit of the Company, comprised of one Class A common share of the Company and one-half of one SPAC Warrant, following the Domestication (the "SPAC Units") will be exchanged for a unit of New SPAC representing one New SPAC Class A Common Share and one-half of one New SPAC Warrant (the "New SPAC Units"), (v) the common share of NewCo held by Hammerhead will be exchanged for one New SPAC Class A Common Share, and (vi) immediately thereafter, the New SPAC Class A Common Share held by Hammerhead will be purchased for cancellation for cash equal to the subscription price for the common share of NewCo, in each case upon and subject to the other terms and conditions set forth in the Business Combination Agreement, the Plan of Arrangement and in accordance with the provisions of applicable law.




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Pursuant to the Company Amalgamation, on the Closing Date and following the settlement of all then issued and outstanding warrants to acquire Hammerhead Shares for New SPAC Class A Common Shares or cash (the "Hammerhead Warrant Settlement"), (i) each then issued and outstanding Series IX Preferred Share of Hammerhead (each, a "Hammerhead Series IX Preferred Share") will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Common Share Exchange Ratio (as defined below), (ii) each then issued and outstanding Series VIII Preferred Share of Hammerhead (each, a "Hammerhead Series VIII Preferred Share") will be exchanged for one New SPAC Class A Common Share, (iii) each then issued and outstanding Series VII Preferred Share of Hammerhead (each, a "Hammerhead Series VII Preferred Share") will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Series VII Preferred Share Exchange Ratio (as defined below), (iv) each then issued and outstanding Series VI Preferred Share of Hammerhead (each, a "Hammerhead Series VI Preferred Share") will be exchanged for one New SPAC Class A Common Share, (v) each then issued and outstanding Series IV Preferred Share of Hammerhead (each, a "Hammerhead Series IV Preferred Share") will be exchanged for one New SPAC Class A Common Share, (vi) each then issued and outstanding Series III Preferred Share of Hammerhead (each, a "Hammerhead Series III Preferred Share") will be exchanged for a number of New SPAC Class A Common Shares equal to the Hammerhead Series III Preferred Share Exchange Ratio (as defined below), (vii) each then issued and outstanding Series II Preferred Share of Hammerhead (each, a "Hammerhead Series II Preferred Share") will be exchanged for a number of New SPAC Class A Common Shares equal to the product of the Hammerhead Common Share Exchange Ratio and 1.13208, (viii) each then issued and outstanding Series I Preferred Share of Hammerhead (each, a "Hammerhead Series I Preferred Share" and together with the Hammerhead Series VIII Preferred Shares, the Hammerhead Series VII Preferred Shares, the Hammerhead Series VI Preferred Shares, the Hammerhead Series IV Preferred Shares, the Hammerhead Series III Preferred Shares, the Hammerhead Series II Preferred Shares, and the Hammerhead Series IX Preferred Shares, the "Hammerhead Preferred Shares") will be exchanged for one New SPAC . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing

The SPAC Class A Ordinary Shares and the Company's warrants are currently listed for trading on Nasdaq under the symbols "DCRD" and "DCRDW," respectively. In addition, certain SPAC Class A Ordinary Shares and the Company's warrants currently trade as units consisting of one SPAC Class A Ordinary Share and one-half of one warrant, and are also listed for trading on Nasdaq under the symbol "DCRDU." As a result of the Proposed Transactions, (i) each SPAC Class A Ordinary Share will be exchanged for a SPAC Class A Common Share and then a New SPAC Class A Common Share, (ii) the Company's warrants will be exchanged for SPAC Warrants and then New SPAC Warrants and (iii) the Company's units will be exchanged for SPAC Units and then New SPAC Units. In connection with the Closing, (i) all of the Company's ordinary shares, units and warrants will be delisted from Nasdaq and will cease to be publicly traded, (ii) the New SPAC Class B Common Shares will be exchanged for New SPAC Class A Common Shares and the New SPAC Units will automatically separate into the component securities and (iii) New SPAC will list the New SPAC Class A Common Shares and the New SPAC Warrants for trading on Nasdaq under the symbols "HHRS" and "HHRSW," respectively.

Item 7.01 Regulation FD Disclosure

On September 26, 2022, the Company and Hammerhead issued a joint press release announcing the execution of the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such exhibits and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.



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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

 2.1*          Business Combination Agreement, dated as of September 25, 2022, by
             and among Decarbonization Plus Acquisition Corporation IV, Hammerhead
             Resources Inc., Hammerhead Energy Inc. and 2453729 Alberta ULC.

10.1           Form of Lock-Up Agreement.

10.2           Sponsor Support Agreement, dated as of September 25, 2022, by and
             among Decarbonization Plus Acquisition Sponsor IV LLC, Riverstone
             Global Energy and Power Fund V (Cayman), L.P., Decarbonization Plus
             Acquisition Corporation IV, Hammerhead Energy Inc. and Hammerhead
             Resources Inc.

10.3           Form of Hammerhead Shareholder Support Agreement.

10.4           Letter Agreement Amendment, dated September 25, 2022, among
             Decarbonization Plus Acquisition Corporation IV, its officers and
             directors and Decarbonization Plus Acquisition Sponsor IV LLC.

10.5           Letter Agreement, dated September 25, 2022, among Decarbonization
             Plus Acquisition Sponsor IV LLC, Dr. Jennifer Aaker, Jane Kearns,
             James AC McDermott, Jeffrey H. Tepper, Riverstone Global Energy and
             Power Fund V (Cayman), L.P., Riverstone V Investment Management
             Cooperatief U.A., Riverstone V REL Hammerhead B.V., Riverstone V CIOC
             LP and Decarbonization Plus Acquisition Corporation IV.

99.1           Press Release, dated September 26, 2022.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. A copy of any omitted schedule or exhibit will be furnished

supplementally to the SEC upon request.





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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 the Company or Hammerhead's ability to effectuate the proposed business combination discussed in this document; the benefits of the proposed business combination; the future financial performance of New SPAC (which will be the go-forward public company following the completion of the business combination) following the transactions; changes in Hammerhead's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. 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 the Company, Hammerhead or New SPAC's views as of any subsequent date, and none of the Company, Hammerhead or New SPAC 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 New SPAC nor the Company gives any assurance that either New SPAC or the Company 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, New SPAC'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 the Company's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company; (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 New SPAC, the Company, 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 the Company's shareholders; (v) Hammerhead's and New SPAC'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 New SPAC'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 the Company's public shareholders being greater than expected; (xi) the management and board composition of New SPAC following completion of the proposed business combination; (xii) limited liquidity and trading of New SPAC's securities; (xiii) geopolitical risk and changes in applicable laws or regulations; (xiv) the possibility that Hammerhead or the Company 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 the Company's other filings with the SEC.

Additional Information about the Proposed Transactions and Where to Find It

In connection with the proposed business combination, the Company and NewCo (as the predecessor to New SPAC) intend to file the Registration Statement, which will include a preliminary proxy statement of the Company and a preliminary prospectus of NewCo, and after the Registration Statement is declared effective, the Company will mail the definitive proxy statement/prospectus relating to the proposed business combination to the Company's shareholders as of a record date to be established for voting on the proposed business combination. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the proposed business combination and the other matters to be voted upon at the Company Shareholders 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. The Company and NewCo may also file other documents with the SEC regarding the proposed business combination. The Company's shareholders and other interested persons are advised to read, when available, 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 will contain important information about the Company, Hammerhead, NewCo, New SPAC and the proposed business combination.

Company shareholders and other interested persons will be able to 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 SEC, free of charge, by the Company and NewCo through the website maintained by the SEC at www.sec.gov.



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Participants in Solicitation

The Company, Hammerhead, NewCo and their respective directors, officers and related persons may be deemed participants in the solicitation of proxies of Company shareholders in connection with the proposed business combination. More detailed information regarding the directors and officers of the Company, and a description of their interests in the Company, is contained in the Company's filings with the SEC, including the Company'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 Company shareholders in connection with the proposed business combination and other matters to be voted upon at the Company Shareholders Meeting will be set forth in the Registration Statement for the proposed business combination when available.

No Offer or Solicitation

This communication relates to a proposed business combination between Hammerhead and the Company. 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 does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall 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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