Item 3.03. Material Modification to Rights of Security Holders.
On January 23, 2023, the shareholders of Decarbonization Plus Acquisition
Corporation IV, a Cayman Islands exempted company ("DCRD" or the "Company"),
approved the Second Amended and Restated Memorandum and Articles of Association
of the Company (the "A&R DCRD Articles") at the extraordinary general meeting of
the Company (the "DCRD Shareholders' Meeting").
The A&R DCRD Articles extend the date by which DCRD must complete a Business
Combination (as defined in the A&R DCRD Articles) to March 13, 2023. On January
24, 2023, the Company filed the A&R DCRD Articles with the Cayman Islands
authorities.
The foregoing summary is qualified by the full text of the A&R DCRD Articles, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth above under Item 3.03 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 23, 2023, DCRD convened the DCRD Shareholders' Meeting. At the DCRD
Shareholders' Meeting, DCRD's shareholders voted on the proposals set forth
below, each of which is described in greater detail in the definitive proxy
statement (the "Proxy Statement") filed by DCRD with the U.S. Securities and
Exchange Commission on December 30, 2022.
There were 39,531,250 ordinary shares issued and outstanding at the close of
business on December 14, 2022, the record date (the "Record Date") for the DCRD
Shareholders' Meeting. At the DCRD Shareholders' Meeting, there were 30,938,140
shares present either by proxy or online, representing approximately 78.26% of
DCRD's total outstanding ordinary shares as of the Record Date. Each shareholder
was entitled to one vote for each ordinary share held as of the record date,
except that with respect to Proposal No. 1, the Domestication Proposal, holders
of the Class B ordinary shares of DCRD, par value $0.0001 per share (the "DCRD
Class B Ordinary Shares"), were entitled to ten votes per DCRD Class B Ordinary
Share held of record.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Domestication Proposal
The transfer of DCRD by way of continuation from the Cayman Islands to the
Province of Alberta, Canada in accordance with the amended and restated
memorandum and articles of association of the Company (the "DCRD Articles") and
Cayman Islands Companies Act (as amended) and the domestication of DCRD as an
Alberta corporation in accordance with the applicable provisions of the Business
Corporations Act (Alberta), including the adoption of the articles and bylaws of
DCRD to be adopted in connection therewith (such transfer by way of continuation
and domestication, including all matters necessary or ancillary in order to
effect such transfer by way of continuation and domestication, the
"Domestication") was approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions
98,750,103 3,344,275 12
Proposal No. 2 - The Business Combination Proposal
The Business Combination Agreement, dated September 25, 2022 (as may be amended,
supplemented or otherwise modified from time to time, the "Business Combination
Agreement" and the transactions contemplated thereby, collectively, the
"Business Combination") by and among DCRD, Hammerhead Resources Inc.
("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned
subsidiary of Hammerhead
("NewCo") and 2453729 Alberta ULC ("AmalCo"), and the transactions contemplated
thereby were approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions
27,623,812 3,314,327 1
2
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Proposal No. 3(a) - Authorized Capital Proposal
A provision of the articles of Hammerhead Energy Inc., as survivor of DCRD's
amalgamation with NewCo following the Domestication ("New SPAC" and such
amalgamation, the "SPAC Amalgamation") to be adopted at the effective time of
Hammerhead's amalgamation with AmalCo (the "New SPAC Closing Articles", such
amalgamation, the "Company Amalgamation" and such effective time, the "Company
Amalgamation Effective Time") and the bylaws of NewCo, which, at the effective
time of the SPAC Amalgamation, will become the bylaws of New SPAC (the "New SPAC
Closing Bylaws") that would change the authorized share capital from the
existing (i) 500,000,000 DCRD Class A ordinary shares, par value $0.0001 per
share (the "DCRD Class A Ordinary Shares"), (ii) 50,000,000 DCRD Class B
Ordinary Shares, and (iii) 5,000,000 preferred shares of a nominal or par value
of $0.0001 each, to (i) an unlimited number of Class A common shares in the
authorized share capital of New SPAC ("New SPAC Class A Common Shares") and (ii)
"First Preferred Shares", issuable in series, limited in number to an amount
equal to not more than 20% of the number of issued and outstanding New SPAC
Class A Common Shares at the time of issuance of any First Preferred Shares was
approved on a non-binding advisory basis. The voting results were as follows:
Votes For Votes Against Abstentions
25,684,399 4,752,740 501,001
Proposal No. 3(b) - Declassification Proposal
A provision of the New SPAC Closing Articles and the New SPAC Closing Bylaws
that would declassify the board of directors with the result being that each
director will be elected annually for a term of one year was approved on a
non-binding advisory basis. The voting results were as follows:
Votes For Votes Against Abstentions
27,122,813 3,314,226 501,101
Proposal No. 3(c) - Quorum Proposal
A provision of the New SPAC Closing Articles and the New SPAC Closing Bylaws
that would reduce the requisite quorum for a meeting of shareholders from
(x) one or more shareholders holding at least one-third of the paid up voting
share capital present in person or by proxy and entitled to vote at that meeting
to (y) not less than two persons holding or representing not less than 25% of
the shares entitled to be voted at the meeting was approved on a non-binding
advisory basis. The voting results were as follows:
Votes For Votes Against Abstentions
26,371,425 4,065,714 501,001
Proposal No. 3(d) - Other Matters Proposal
The omission from the New SPAC Closing Articles and the New SPAC Closing Bylaws
of provisions relating to the DCRD Class B Ordinary Shares; DCRD's initial
public offering; Decarbonization Plus Acquisition Sponsor IV LLC; DCRD's initial
merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses; and
other related matters was approved on a non-binding advisory basis. The voting
results were as follows:
Votes For Votes Against Abstentions
27,122,812 3,314,327 501,001
3
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Proposal No. 4 - The Extension Proposal
An extension of the date by which DCRD must consummate a "Business Combination"
(as defined in the DCRD Articles) to March 13, 2023 to be effected by way of
amendment and restatement of the DCRD Articles was approved. The voting results
were as follows:
Votes For Votes Against Abstentions
27,623,913 3,314,215 12
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Second Amended and Restated Memorandum and Articles of Association
of the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
4
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