Hammerhead Energy DEFM14AProxy related to merger

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

a proposal to approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws (the “Domestication Proposal” or “Proposal No. 1”);

proposals to approve on a non-binding advisory basis, by Ordinary Resolution (as defined in the accompanying proxy statement/prospectus), the governance provisions contained in the New SPAC Closing Articles and the bylaws of NewCo, which, at the SPAC Amalgamation Effective Time, will become the bylaws of New SPAC (the “New SPAC Closing Bylaws”) that materially affect DCRD Shareholders’ rights, presented separately in accordance with U.S. Securities and Exchange Commission guidance (the “Advisory Organizational Documents Proposals” or “Proposal No. 3”). The full text of the New SPAC Closing Articles and the New SPAC Closing Bylaws are attached to the accompanying proxy statement/prospectus as Annex D and Annex J, respectively. Proposal No. 3 is separated into sub-proposals submitted to DCRD Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights as described in the following paragraphs (a)–(d):

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would change the authorized share capital from the existing (i) 500,000,000 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 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 (the “Authorized Capital Proposal” or “Proposal No. 3A”);

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would declassify the board of directors with the result being that each director will be elected annually for a term of one year (the “Declassification Proposal” or “Proposal No. 3B”);

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws 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 (the “Quorum Proposal” or “Proposal No. 3C”); and

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would not include provisions relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters (the “Other Matters Proposal” or “Proposal No. 3D” and, together with the Authorized Capital Proposal, the Declassification Proposal and the Quorum Proposal, the “Sub-Proposals”);

a proposal to approve, by Special Resolution, an extension of the date by which DCRD must consummate a “Business Combination” (as defined in the DCRD Articles), (the “Deadline Date”), to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles (the “Extension Proposal” or “Proposal No. 4”); and

if put to DCRD Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal” or “Proposal No. 5” and, together with the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals and the Extension Proposal, the “Proposals”). If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

The Domestication Proposal – To approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and Cayman Islands Companies Act (as amended) (the “Companies Act”) and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (the “ABCA”), including the adoption of the Domestication Articles and Bylaws (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”) (the “Domestication Proposal” or “Proposal No. 1”);

Business Combination Proposal — To approve, by Special Resolution, 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. (“NewCo”) and 2453729 Alberta ULC (“AmalCo”), and the Business Combination, including the Arrangement Resolution (as defined in the accompanying proxy statement/prospectus) pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement attached hereto as Annex L, (i) following the Domestication, DCRD will amalgamate with NewCo (the “SPAC Amalgamation”) to form one corporate entity (“New SPAC”) and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) 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 “Amalgamated Company”), which will be a wholly owned subsidiary of New SPAC (the “Business Combination Proposal” or “Proposal No. 2”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

The Advisory Organizational Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the articles of New SPAC to be adopted at the Company Amalgamation Effective Time, the form of which is attached hereto as Annex D (the “New SPAC Closing Articles”) and the bylaws of NewCo, which, at the SPAC Amalgamation Effective Time, will become the bylaws of New SPAC, a copy of which is attached hereto as Annex J

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would change the authorized share capital from the existing (i) 500,000,000 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 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 (the “Authorized Capital Proposal” or “Proposal No. 3A”);

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would declassify the board of directors with the result being that each director will be elected annually for a term of one year (the “Declassification Proposal” or “Proposal No. 3B”);

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws 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 (the “Quorum Proposal” or “Proposal No. 3C”); and

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would not include provisions relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters (the “Other Matters Proposal” or “Proposal No. 3D” and, together with the Authorized Capital Proposal, the Declassification Proposal and the Quorum Proposal, the “Sub-Proposals”).

Extension Proposal — To approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles.

Adjournment Proposal — If put to DCRD Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal” or “Proposal No. 5” and, together with the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals and the Extension Proposal, the “Proposals”). If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

A notice of meeting and proxy statement of DCRD under Section 14(a) of the Exchange Act, for the DCRD Shareholders’ Meeting being held on January 23, 2023, where DCRD Shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein; and

A prospectus of New SPAC under Section 5 of the Securities Act with respect to the (i) New SPAC Common Shares that DCRD Shareholders and Hammerhead shareholders will receive in the Business Combination; (ii) New SPAC Warrants that DCRD Warrant Holders will receive in the Business Combination and (iii) New SPAC Common Shares that may be issued upon exercise of the New SPAC Warrants.

the audited consolidated financial statements of DCRD as of December 31, 2021 and for the period from February 22, 2021 (inception) to December 31, 2021 and the unaudited consolidated financial statements of DCRD as of and for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and for the period from February 22, 2021 (inception) through September 30, 2021; and

the audited consolidated financial statements of Hammerhead as of and for the fiscal years ended December 31, 2021 and 2020 and the unaudited consolidated financial statements of Hammerhead as of and for the three and nine months ended September 30, 2022 and 2021.

“A&R Registration Rights Agreement” are to that certain amended and restated registration rights agreement of DCRD to be entered into concurrently with the Closing, the form of which is attached hereto as Annex F.

“ABCA” are to the Business Corporations Act (Alberta).

“Adjournment Proposal” are to, if put to DCRD Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Business Combination Proposal or the Advisory Organizational Documents Proposals. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, nor the Advisory Organizational Documents Proposals will be submitted to the DCRD Shareholders for a vote.

“Adjusted EBITDA” are to a non-IFRS measure calculated as net profit (loss) before interest and financing expenses, income taxes, depletion, depreciation and amortization, adjusted for certain non-cash, extraordinary and non-recurring items.

“Advisory Organizational Documents Proposals” are to proposals to approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately as the Authorized Capital Proposal, the Declassification Proposal, the Quorum Proposal and the Other Matters Proposal in accordance with SEC guidance.

“AECO” are to AECO “C” hub price index for Alberta natural gas.

“Affiliated Joint Acquisition” are to an acquisition opportunity jointly with DCRD Sponsor, or one or more affiliates.

“Allowable Capital Loss” are to one-half of any capital loss realized by a Canadian Holder in a taxation year that must be deducted from taxable capital gains realized by the Canadian Holder in that year.

“AmalCo” are to 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD.

“AmalCo Common Shares” are to the common shares in the authorized share capital of AmalCo.

“Amalgamated Company” are to Hammerhead Resources ULC, the unlimited liability corporation formed as a result of the Company Amalgamation.

“Amalgamations” are to the Company Amalgamation and the SPAC Amalgamation, collectively.

“Antitrust Division” are to the Antitrust Division of the U.S. Department of Justice.

“Arrangement” are to an arrangement under section 193 of the ABCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement or made at the directions of the Court in the Interim Order or Final Order with the prior written consent of DCRD and Hammerhead, such consent not to be unreasonably withheld, conditioned or delayed.

“Arrangement Resolution” are to (i) in the case of Hammerhead, the Special Resolution of the Hammerhead Shareholders in respect of the Arrangement to be considered at the Hammerhead Shareholders Meeting; and (ii) in the case of DCRD, the Special Resolution of the DCRD Shareholders to be considered at the DCRD Shareholders’ Meeting, in each case, including any amendments or

“As-Converted Hammerhead Series II Preferred Shares” are to, at any point of determination, the number of Hammerhead Common Shares (or Hammerhead Class A Common Shares, as applicable) issuable if all holders of Hammerhead Series II Preferred Shares converted such shares in accordance with the Hammerhead Articles.

“As-Converted Hammerhead Series IX Preferred Shares” are to, at any point of determination, the number of Hammerhead Common Shares (or Hammerhead Class A Common Shares, as applicable) issuable if all holders of Hammerhead Series IX Preferred Shares converted such shares in accordance with the Hammerhead Articles.

“Authorized Capital Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, a change in the authorized share capital of DCRD from the existing (i) 500,000,000 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 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.

“bbl” are to barrel.

“bbls/d” are to barrels per day.

“boe” are to barrels of oil equivalent, as calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one boe. This calculation is an energy content correlation and does not reflect a value or price relationship between the commodities.

“boe/d” are to barrels of oil equivalent per day.

“Business Combination” are to the transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and all other agreements entered into in connection therewith.

“Business Combination Agreement” are to that certain Business Combination Agreement, dated September 25, 2022 by and between DCRD, Hammerhead, NewCo and AmalCo, a copy of which is attached hereto as Annex A.

“Business Combination Proposal” are to a proposal to approve, by Special Resolution, the Business Combination Agreement and the Business Combination, including the Arrangement Resolution pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) following the Domestication, the SPAC Amalgamation will take place, and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) on the Closing Date, the Company Amalgamation will take place with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC.

“Canadian Holder” are to a Holder who, at all relevant times, for purposes of the ITA, is or is deemed to be resident in Canada.

“Cdn$” are to Canadian dollars.

“CIBC” are to the Canadian Imperial Bank of Commerce.

“CIBC Capital Markets” are to CIBC World Markets Inc.

“Closing” are to the closing of the Business Combination.

“Closing Date” are to the date of Closing.

“Code” are to the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” are to the Cayman Islands Companies Act (as amended).

“Company Amalgamation” are to the amalgamation of Hammerhead and AmalCo.

“Company Amalgamation Effective Time” are to the effective time of the Company Amalgamation.

“Competition Act” are to the Competition Act (Canada) and the regulations promulgated thereunder.

“Court” are to the Alberta Court of King’s Bench.

“CRA” are to the Canada Revenue Agency.

“Credit Facility” are to the credit facilities available to Hammerhead pursuant to the then existing credit agreement between Hammerhead and the lenders thereto, as the context may require.

“Crown” are to His Majesty the King in right of Canada or His Majesty the King in right of the Province of Alberta, as the context may require.

“Crude oil” are to light crude oil and medium crude oil as defined in NI 51-101.

“DCRD” are to Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company.

“DCRD Articles” are to the amended and restated memorandum and articles of association of DCRD, adopted on August 10, 2021, as may be amended and/or restated from time to time.

“DCRD Board” are to the board of directors of DCRD.

“DCRD Class A Common Shares” are to, following the Domestication, DCRD’s Class A common shares.

“DCRD Class A Ordinary Shares” are to DCRD’s Class A ordinary shares, par value $0.0001 per share, which are subject to possible redemption.

“DCRD Class B Common Shares” are to, following the Domestication, DCRD’s Class B common shares.

“DCRD Class B Ordinary Shares” are to DCRD’s Class B ordinary shares, par value $0.0001 per share.

“DCRD Common Shares” are to the DCRD Class A Common Shares and the DCRD Class B Common Shares.

“DCRD Domesticated Warrants” are to, following the Domestication, the DCRD Private Placement Warrants and the DCRD Public Warrants, collectively.

“DCRD Founder Shareholders” are to the DCRD Initial Shareholders and, after the Founder Transfer, certain Riverstone Fund V Entities.

“DCRD Founder Shares” are to the outstanding DCRD Class B Ordinary Shares.

“DCRD Initial Shareholders” are to DCRD Sponsor and DCRD’s independent directors, each in their capacity as holders of DCRD Founder Shares.

“DCRD IPO” are to DCRD’s initial public offering of DCRD Units, which closed on August 13, 2021.

“DCRD management” are to DCRD’s officers and directors.

“DCRD Ordinary Shares” are to the DCRD Class A Ordinary Shares and the DCRD Class B Ordinary Shares.

“DCRD Over-allotment Units” are to the DCRD Units purchased by the underwriters pursuant to the over-allotment option in connection with the DCRD IPO.

“DCRD Private Placement Warrants” are to the warrants issued to DCRD Sponsor and certain of DCRD’s independent directors in a private placement simultaneously with the closing of the DCRD IPO.

“DCRD Public Shareholders” are to the holders of DCRD Public Shares.

“DCRD Public Shares” are to DCRD Class A Ordinary Shares sold as part of the DCRD Units in the DCRD IPO (whether they were purchased in the DCRD IPO or thereafter in the open market).

“DCRD Public Warrant Holders” are to holders of DCRD Public Warrants.

“DCRD Public Warrants” are to the warrants sold as part of the DCRD Units in the DCRD IPO (whether they were purchased in the DCRD IPO or thereafter in the open market).

“DCRD Securities” are to DCRD Ordinary Shares and DCRD Warrants, collectively.

“DCRD Shareholder Approval” are to (i) with respect to the approval of the Domestication Proposal, including the Domestication Articles and Bylaws, by Special Resolution provided that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal and (ii) with respect to the approval of the Business Combination Proposal, by Special Resolution.

“DCRD Shareholders” are to, collectively, the DCRD Initial Shareholders and the DCRD Public Shareholders.

“DCRD Shareholders’ Meeting” are to the extraordinary general meeting of DCRD Shareholders that is the subject of this proxy statement/prospectus and any adjournments thereof.

“DCRD Sponsor” are to Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company and an affiliate of Riverstone.

“DCRD Units” are to the units of DCRD sold in the DCRD IPO, each of which consists of one DCRD Class A Ordinary Share and one-half of one DCRD Public Warrant.

“DCRD Unitholders” are to the holders of DCRD Units.

“DCRD Warrant Agreement” are to the Warrant Agreement, dated August 10, 2021, between DCRD and Continental Stock Transfer and Trust Company, as warrant agent.

“DCRD Warrant Holders” are to the holders of DCRD Warrants.

“DCRD Warrants” are to the DCRD Private Placement Warrants and the DCRD Public Warrants, collectively.

“Deadline Date” are to the date by which DCRD must complete a “Business Combination” (as defined in the DCRD Articles), in accordance with the DCRD Articles.

“Declassification Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, declassification of the board of directors of DCRD with the result being that each director of New SPAC will be elected annually for a term of one year.

“Designated Stock Exchange” are to any national securities exchange or automated quotation system on which DCRD’s securities are traded, including, but not limited to, The NASDAQ Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market.

“Domestication” are to the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the

“Domestication Articles and Bylaws” are to the articles and bylaws of DCRD to be adopted in connection with the Domestication, forms of which are attached hereto as Annex B.

“Domestication Proposal” are to a proposal to approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the Domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws.

“DPSP” are to a deferred profit sharing plan.

“DTC” are to The Depository Trust Company.

“Duff & Phelps” are to Kroll, LLC, operating through its Duff & Phelps Opinions Practice.

“DWAC” are to an automated system for deposits and withdrawals of securities at DTC.

“E&P Companies” are to exploration and production companies.

“EGC” are to emerging growth company, as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

“Employee Borrowers” are to the four management employees who received loans from Hammerhead in the aggregate principal amount of C$5,793,000 pursuant to amended and restated limited recourse loan, pledge, call option and security agreements dated February 18, 2020.

“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended.

“Extension Proposal” are to a proposal to approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles.

“F Reorganization” are to a reorganization pursuant to Section 368(a)(1)(F) of the Code.

“Fairness Opinion” are to the written opinion of Duff & Phelps, dated September 25, 2022, delivered to the Special Committee.

“FHSA” are to a first home savings account.

“FHSA Amendments” are to Proposed Amendments released on August 9, 2022 to implement tax measures applicable to FHSAs first proposed by the 2022 Federal Budget (Canada).

“Final Order” are to the final order of the Court pursuant to section 193 of the ABCA, approving the Arrangement, in a form acceptable to DCRD and Hammerhead, as such order may be amended, modified, supplemented or varied by the Court with the consent of DCRD and Hammerhead, such consent not to be unreasonably withheld, conditioned or delayed, at any time prior to the Closing or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, on appeal, provided that any such affirmation or amendment is reasonably acceptable to each of DCRD and Hammerhead.

“First Preferred Shares” are to the class of shares of New SPAC issuable in series, to be 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.

“Founder Transfer” are to the transfer of DCRD Founder Shares and DCRD Private Placement Warrants pursuant to the Sponsor Side Letter.

“G&A” are to general and administrative.

“GAAP” are to generally accepted accounting principles.

“GHG” are to greenhouse gases.

“GJ” are to gigajoule.

“Governmental Authority” are to any U.S. or non-U.S.: (1) nation, state, commonwealth, province, territory, region, county, city, municipality, district, or other jurisdiction of any nature; (2) federal, state, local, municipal, foreign or other government; or (3) governmental, quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory or administrative authority, commission, instrumentality, official, organization, unit, body, or entity and any court, judicial or arbitral body, or other tribunal).

“Hammerhead 2013 Warrants” are to the 6,000,000 warrants to purchase Hammerhead Common Shares issuable pursuant to that certain warrant indenture dated May 1, 2013 by and between Hammerhead and Olympia Trust Company.

“Hammerhead 2020 Warrants” are to the (i) 33,721,985 warrants to purchase Hammerhead Common Shares issuable pursuant to the certain warrant certificate dated June 17, 2020 by and between Hammerhead and Riverstone V Investment Management Coöperatief U.A. (formerly, Riverstone V EMEA Holdings Coöperatief U.A.); and (ii) 1,298,296 warrants to purchase Hammerhead Common Shares issuable pursuant to that certain warrant certificate dated December 8, 2020 by and between Hammerhead and HV RA II LLC.

“Hammerhead” are to Hammerhead Resources Inc., an Alberta corporation.

“Hammerhead Articles” are to the articles of amalgamation of Hammerhead dated October 1, 2017, as have been and may be amended from time to time.

“Hammerhead Board” are to the board of directors of Hammerhead.

“Hammerhead Circular” are to the information circular/proxy statement of Hammerhead in respect of the Hammerhead Shareholders Meeting.

“Hammerhead Class A Common Shares” are to the Hammerhead Common Shares after the reclassification of such Hammerhead Common Shares as “Hammerhead Class A Common Shares” pursuant to Section 3.2(a) of the Plan of Arrangement.

“Hammerhead Class B Common Shares” are to the Class B common shares in the authorized share capital of Hammerhead created pursuant to Section 3.2(a) of the Plan of Arrangement.

“Hammerhead Common Share Exchange Ratio” are to the quotient obtained by (A) dividing (i) $882,092,851.88 minus (a) $130,603,883.57, representing the Hammerhead Series VII Preferred Share Liquidation Preference, (b) $179,631,775.98, representing the Hammerhead Series III Preferred Share Liquidation Preference and (c) $40.00, by (ii) $10.00, representing the Issue Price, and then (B) by further dividing the resulting number of New SPAC Class A Common Shares established in (A) above by (C) the sum of (i) the As-Converted Hammerhead Series II Preferred Shares, (ii) the As-Converted Hammerhead Series IX Preferred Shares, (iii) the number of Hammerhead Common Shares that are issuable upon the exercise of Hammerhead Options that are unexpired, issued and outstanding as of immediately prior to the Company Amalgamation Effective Time minus a number of Hammerhead Common Shares with a fair market value equal to the aggregate exercise price (determined in US dollars with reference to the US dollar to Canadian dollar exchange rate reported by the Bank of Canada on September 23, 2022 of 1.3570) of all Hammerhead Options so exercised, in each case, assuming that the fair market value of one Hammerhead Common Share equals (x) the Hammerhead Common Share Exchange Ratio multiplied by (y) $10.00, (iv) the (1) number of Hammerhead Common Shares that are issuable upon the exercise of Hammerhead RSUs that are unexpired, issued and outstanding as of immediately prior to the Company Amalgamation Effective Time minus a number of Hammerhead Common Shares with a fair market value equal to the aggregate exercise price (determined in US dollars with reference to the US dollar to Canadian dollar exchange rate reported by the Bank of Canada on September 23, 2022 of 1.3570) of all Hammerhead RSUs so exercised, in each case, assuming that the fair market value of one Hammerhead Common Share equals

“Hammerhead Common Shares” are to the common shares in the authorized share capital of Hammerhead.

“Hammerhead Options” are to all options to purchase Hammerhead Common Shares, whether or not exercisable and whether or not vested, granted under the Hammerhead Share Option Plan.

“Hammerhead Preferred Shares” are to, collectively, the Hammerhead Series I Preferred Share, the Hammerhead Series II Preferred Shares, the Hammerhead Series III Preferred Shares, the Hammerhead Series IV Preferred Share, the Hammerhead Series VI Preferred Share, the Hammerhead Series VII Preferred Shares, the Hammerhead Series VIII Preferred Shares and the Hammerhead Series IX Preferred Shares.

“Hammerhead Required Approval” are to approval by not less than two-thirds (66²⁄₃%) of the votes cast on the Arrangement Resolution by Hammerhead Shareholders, voting as a single class (and, in the case of the Hammerhead Preferred Shares, on an as-converted basis in accordance with the Hammerhead Articles), present in person or represented by proxy at the Hammerhead Shareholders Meeting.

“Hammerhead RSUs” are to all share awards to purchase Hammerhead Common Shares, whether or not exercisable and whether or not vested, granted under the Hammerhead Share Award Plan.

“Hammerhead Series I Preferred Share” are to the Series I First Preferred Share in the authorized share capital of Hammerhead.

“Hammerhead Series II Preferred Shares” are to the Series II First Preferred Shares in the authorized share capital of Hammerhead.

“Hammerhead Series III Preferred Share Exchange Ratio” are to the quotient obtained by (A) dividing the Hammerhead Series III Preferred Share Liquidation Preference by the Issue Price, and then (B) by further dividing the resulting number of New SPAC Class A Common Shares established in (A) above by the number of Hammerhead Series III Preferred Shares issued and outstanding immediately prior the Company Amalgamation Effective Time.

“Hammerhead Series III Preferred Share Liquidation Preference” are to $179,631,775.98.

“Hammerhead Series III Preferred Shares” are to the Series III First Preferred Shares in the authorized share capital of Hammerhead.

“Hammerhead Series IV Preferred Share” are to the Series IV First Preferred Share in the authorized share capital of Hammerhead.

“Hammerhead Series VI Preferred Share” are to the Series VI First Preferred Share in the authorized share capital of Hammerhead.

“Hammerhead Series VII Preferred Share Exchange Ratio” are to the quotient obtained by (A) dividing the Hammerhead Series VII Preferred Share Liquidation Preference by the Issue Price, and then (B) by further dividing the resulting number of New SPAC Class A Common Shares established in (A) above by the number of Hammerhead Series VII Preferred Shares issued and outstanding immediately prior the Company Amalgamation Effective Time.

“Hammerhead Series VII Preferred Share Liquidation Preference” are to $130,603,883.57.

“Hammerhead Series VII Preferred Shares” are to the Series VII Preferred Shares in the authorized share capital of Hammerhead.

“Hammerhead Series VIII Preferred Shares” are to the Series VIII Preferred Shares in the authorized share capital of Hammerhead.

“Hammerhead Series IX Preferred Shares” are to the Series IX First Preferred Shares in the authorized share capital of Hammerhead.

“Hammerhead Share Award Plan” are to the amended and restated share award plan of Hammerhead effective August 31, 2016 as amended on November 7, 2019, December 31, 2020, March 30, 2022 and May 20, 2022, as such may have been further amended, supplemented or modified from time to time.

“Hammerhead Share Option Plan” are to the share option plan of Hammerhead effective March 21, 2011 as amended effective January 10, 2017, December 31, 2020, March 30, 2022 and May 30, 2022, as such may have been further amended, supplemented or modified from time to time.

“Hammerhead Shareholders” are to, collectively, the holders of Hammerhead Shares as of any determination time prior to the Closing.

“Hammerhead Shareholders Meeting” are to the meeting of Hammerhead Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed or otherwise advisable approve, the Arrangement Resolution.

“Hammerhead Shareholder Support Agreements” are to the support agreements dated as of September 25, 2022, by and among DCRD, Hammerhead and certain securityholders of Hammerhead, including the Riverstone Parties, the form of which is attached hereto as Annex I.

“Hammerhead Shares” are to, collectively, the Hammerhead Common Shares and Hammerhead Preferred Shares.

“Hammerhead Warrant Settlement” are to the exchange of the Hammerhead Warrants for Hammerhead Class A Common Shares or cash, in either case, in accordance with the Plan of Arrangement.

“Hammerhead Warrants” are to, collectively, the Hammerhead 2013 Warrants and the Hammerhead 2020 Warrants.

“Holder” are to a person who is a beneficial owner of New SPAC Securities immediately following the Business Combination.

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IFRS” are to the International Financial Reporting Standards issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook at the relevant time.

“IFRS 2” are to International Financial Reporting Standard 2 – Share-based Payment.

“IFRS 3” are to International Financial Reporting Standard 3 – Business Combinations.

“IFRS IC” are to the International Financial Reporting Standards Interpretation Committee.

“Initial Business Combination” are to DCRD’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business.

“Interim Order” are to the interim order of the Court pursuant to section 193 of the ABCA, providing for, among other things, the calling and holding of the Hammerhead Shareholders Meeting, as the same may be amended, modified, supplemented or varied by the Court with the consent of DCRD and Hammerhead, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of DCRD and Hammerhead.

“Investment Canada Act” are to the Investment Canada Act (Canada) and the regulations made thereunder.

“IPO Letter Agreement” are to the letter agreement, dated August 10, 2021, by and among DCRD, DCRD management and DCRD Sponsor.

“IRS” are to the U.S. Internal Revenue Service.

“Issue Price” are to $10.00.

“ITA” are to the Income Tax Act (Canada) and the regulations made thereunder as amended from time to time.

“JOBS Act” are to the U.S. Jumpstart Our Business Startups Act of 2012.

“Letter Agreement Amendment” are to the amendment to the IPO Letter Agreement entered into by and among DCRD, DCRD management and DCRD Sponsor concurrently with the execution and delivery of the Business Combination Agreement.

“Letter of Credit Facility” are to Hammerhead’s letters of credit in both Canadian and US dollars pursuant to a standby letter of credit facility agreement.

“Liquidation” are to the voluntary or involuntary liquidation, dissolution or winding-up of New SPAC or any other distribution of its assets among the New SPAC Shareholders for the purpose of winding up its affairs.

“Listing Rules” are to the exchange listing rules of the NASDAQ.

“Lock-Up Agreement” are to the lock-up agreement by which certain existing Hammerhead Shareholders, including the Riverstone Parties, will become bound on the Closing Date pursuant to the Business Combination Agreement and as set forth in the Plan of Arrangement.

“Mcf” are to thousand cubic feet.

“Mcf/d” are to thousand cubic feet per day.

“MMbbl” are to million barrels.

“MMboe” are to million barrels of oil equivalent.

“mmbtu” are to million British Thermal Units.

“MMmcf” are to million cubic feet.

“NASDAQ” are to the NASDAQ Capital Market.

“Natural” are to conventional natural gas as defined in NI 51-101.

“New SPAC” are to Hammerhead Energy Inc., the survivor of the SPAC Amalgamation.

“New SPAC Articles” are to the articles of New SPAC to be adopted at the SPAC Amalgamation Effective Time.

“New SPAC Board” are to the board of directors of New SPAC following the SPAC Amalgamation.

“New SPAC Class A Common Shares” are to the Class A common shares in the authorized share capital of New SPAC.

“New SPAC Class B Common Shares” are to the Class B common shares in the authorized share capital of New SPAC.

“New SPAC Closing Articles” are to the articles of New SPAC to be adopted at the Company Amalgamation Effective Time, the form of which is attached hereto as Annex D.

“New SPAC Closing Bylaws” are to the bylaws of NewCo, which, at the SPAC Amalgamation Effective Time, will become the bylaws of New SPAC, a copy of which is attached hereto as Annex J.

“New SPAC Common Shares” are to, collectively, the New SPAC Class A Common Shares and New SPAC Class B Common Shares.

“New SPAC Directors” are to the directors of New SPAC following the SPAC Amalgamation.

“New SPAC Options” are to options to acquire New SPAC Class A Common Shares.

“New SPAC Private Placement Warrants” are to the New SPAC Warrants into which the DCRD Private Placement Warrants will be exchanged pursuant to the SPAC Amalgamation.

“New SPAC Public Warrant Holders” are to the holders of New SPAC Public Warrants.

“New SPAC Public Warrants” are to the New SPAC Warrants into which the DCRD Public Warrants will be exchanged pursuant to the SPAC Amalgamation.

“New SPAC Securities” are to New SPAC Class A Common Shares and New SPAC Warrants, collectively.

“New SPAC Shareholders” are to (i) prior to the SPAC Amalgamation, the shareholders of NewCo, and (ii) subsequent to the SPAC Amalgamation, the shareholders of New SPAC.

“New SPAC Units” are to the units of New SPAC representing one New SPAC Class A Common Share and one-half of one New SPAC Warrant.

“New SPAC Warrant Agreement” are to the Warrant Agreement, dated August 10, 2021, between DCRD and Continental Stock Transfer & Trust Company, as warrant agent, which will be assumed by New SPAC pursuant to the SPAC Amalgamation.

“New SPAC Warrant Holders” are to the holders of New SPAC Warrants.

“New SPAC Warrants” are to warrants to acquire one New SPAC Class A Common Share.

“NewCo” are to Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead.

“NewCo Articles” are to the articles of NewCo prior to the SPAC Amalgamation.

“NewCo Board” are to the board of directors of NewCo prior to the SPAC Amalgamation.

“NI 51-101” are to National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

“Non-Canadian Holder” are to a Holder who, at all relevant times, for purposes of the ITA (i) is not, and is not deemed to be, resident in Canada, (ii) does not, and is not deemed to, use or hold New SPAC Securities in, or in the course of carrying on, a business carried on in Canada, (iii) does not have a “permanent establishment” or “fixed base” in Canada, (iv) is not a person who carries on an insurance business in Canada and elsewhere, and (v) is not an “authorized foreign bank,” as defined in the ITA.

“Note” are to that certain promissory note evidencing the loan from DCRD Sponsor to DCRD for an aggregate amount of $300,000 to cover organizational expenses and expenses related to the DCRD IPO.

“Ordinary Resolution” are to a resolution by a simple majority of the DCRD Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the DCRD Shareholders’ Meeting.

“Other Matters Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, not including provisions in the New SPAC Closing Articles and the New SPAC Closing Bylaws relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters.

“Outside Date” are to April 25, 2023.

“PCAOB” are to the Public Company Accounting Oversight Board.

“Peters” are to Peters & Co. Limited.

“Plan of Arrangement” are to the Plan of Arrangement, the form of which is attached hereto as Annex L, subject to any amendments or variations to such plan made in accordance with the Business Combination Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Hammerhead and DCRD, each acting reasonably.

“Proposals” are to the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Extension Proposal and the Adjournment Proposal.

“Proposed Amendments” are to all specific proposals to amend the ITA that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

“Quorum Proposal” are to a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, a reduction in 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.

“RDSP” are to a registered disability savings plan.

“Redemption Shares” are to the New SPAC Class A Common Shares with respect to which DCRD Public Shareholders have validly exercised the redemption rights in accordance with the DCRD Articles.

“Registration Statement” are to this registration statement on Form F-4 filed with the SEC by NewCo, as it may be amended or supplemented from time to time, of which this proxy statement/prospectus forms a part.

“Related Agreements” are to certain additional agreements to be effective or entered into, as applicable, pursuant to the Business Combination Agreement, including the A&R Registration Rights Agreement, the Hammerhead Shareholder Support Agreements, the Lock-Up Agreement, the Sponsor Support Agreement, the IPO Letter Agreement Amendment and the Sponsor Side Letter.

“Resale Registration Statement” are to the registration statement registering the resale of certain securities held by or issuable to certain existing shareholders of DCRD and Hammerhead, including the Riverstone Parties, to be filed by NewCo pursuant to the A&R Registration Rights Agreement.

“RESP” are to registered education savings plan.

“Riverstone” are to Riverstone Investment Group LLC, a Delaware limited liability company, and its affiliates.

“Riverstone Fund V” are to Riverstone Global Energy and Power Fund V (Cayman), L.P., a Cayman Islands exempted limited partnership.

“Riverstone Fund V Entities” are to Riverstone Fund V and its direct or indirect wholly-owned subsidiaries.

“Riverstone Funds” are to a family of private equity funds in the energy and power industry that are managed by Riverstone.

“Riverstone Holdings” are to Riverstone Holdings LLC, a Delaware limited liability company.

“Riverstone Parties” are to affiliates of Riverstone Holdings, which are shareholders of Hammerhead and affiliates of DCRD Sponsor.

“RRIF” are to a registered retirement income fund.

“RRSP” are to a registered retirement savings plan.

“RSU Shares” are to the Hammerhead Common Shares issuable pursuant to a Hammerhead RSU in accordance with terms of such Hammerhead RSU.

“Sarbanes Oxley Act” are to the U.S. Sarbanes Oxley Act of 2002.

“SEC” are to the U.S. Securities and Exchange Commission.

“Securities Act” are to the U.S. Securities Act of 1933, as amended.

“SPAC Amalgamation” are to DCRD’s amalgamation with NewCo following the Domestication.

“SPAC Amalgamation Effective Time” are to the effective time of the SPAC Amalgamation.

“Special Committee” are to the special committee of the DCRD Board, comprised solely of independent directors James AC McDermott and Jeffrey H. Tepper, established to evaluate the terms of the Business Combination and to recommend to the DCRD Board whether to pursue the Business Combination.

“Special Resolution” are to a resolution passed by a majority of not less than two-thirds (66²⁄₃%) of the DCRD Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the DCRD Shareholders’ Meeting (noting that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal).

“Sponsor Side Letter” are to that certain letter agreement dated as of September 25, 2022, by and among DCRD, DCRD Sponsor, Riverstone Fund V and certain Riverstone Fund V Entities.

“Sponsor Support Agreement” are to that certain letter agreement dated as of September 25, 2022, by and among DCRD Sponsor, Riverstone Fund V, DCRD, NewCo and Hammerhead, a copy of which is attached hereto as Annex E.

“Sub-Proposals” are to the Authorized Capital Proposal, the Declassification Proposal, the Quorum Proposal and the Other Matters Proposal.

“Subject Securities” are to, collectively, the Hammerhead Shares and other voting securities of Hammerhead.

“Taxable Capital Gain” are to one-half of any capital gain realized by a Canadian Holder in a taxation year that must be included in the Canadian Holder’s income for the year.

“TCP Conditions” are to the conditions stating that (i) (a) the Non-Canadian Holder, (b) persons with whom the Non-Canadian Holder did not deal at arm’s length, (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, or (d) any combination of the persons and partnerships described in (a) through (c), owned 25% or more of the issued shares of any class or series of the capital stock of New SPAC, and (ii) more than 50% of the fair market value of the New SPAC Class A Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the ITA), “timber resource properties” (as defined in the ITA), and options in respect of, or interests in or for civil law rights in, any such properties whether or not the properties exist.

“TFSA” are to a tax-free savings account.

“Transactions” are to the Domestication, the Arrangement, and the other transactions contemplated by the Business Combination Agreement and the Transaction Documents as defined in the Business Combination Agreement.

“Transfer Agent” are to Continental Stock Transfer & Trust Company, as transfer agent of DCRD.

“Trust Account” are to the trust account that holds proceeds (including interest not previously released to DCRD to fund regulatory withdrawals or to pay its taxes, and approximately $11,068,750 of deferred underwriting fees) from the DCRD IPO and the concurrent private placement of the DCRD Private Placement Warrants, established by DCRD for the benefit of the DCRD Public Shareholders maintained at J.P. Morgan Chase Bank, N.A.

“TSX” are to the Toronto Stock Exchange.

“U.S. Holder” are to a beneficial owner of DCRD Securities or New SPAC Securities that, for U.S. federal income tax purposes, is an individual who is a citizen or resident of the United States; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; an estate the income of which is subject to U.S. federal income tax regardless of its source; or a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable Treasury Regulations to be treated as a United States person.

“WTI” are to West Texas Intermediate.

“2015 Credit Agreement” are to the credit facility agreement entered into on December 18, 2015 between Hammerhead and a syndicate of banks, which replaced Hammerhead’s then-existing non-syndicated credit facility.

“2017 Credit Agreement” are to the 2015 Credit Agreement as amended and restated on July 10, 2017.

“2020 Credit Agreement” are to the 2017 Credit Agreement as amended and restated on June 19, 2020.

“2021 Credit Agreement” are to the 2020 Credit Agreement as amended and restated on May 31, 2021.

“2022 Credit Agreement” are to the 2021 Credit Agreement as amended and restated on June 9, 2022.

no DCRD Public Shareholders elect to have their New SPAC Class A Common Shares redeemed;

at Closing, 92,577,067 New SPAC Common Shares are issued to the Hammerhead Shareholders (including 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer);

none of the DCRD Initial Shareholders or Hammerhead Shareholders purchase any DCRD Class A Ordinary Shares in the open market;

DCRD Sponsor has not made any working capital loans to DCRD; and

that there are no other issuances of equity interests of DCRD or Hammerhead prior to or in connection with the Closing.

DCRD is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving DCRD and one or more target businesses. For more information about DCRD, see the section entitled “Business of DCRD and Certain Information About DCRD.”

There are currently 31,625,000 DCRD Class A Ordinary Shares and 7,906,250 DCRD Class B Ordinary Shares issued and outstanding. In addition, there are currently 28,550,000 DCRD Warrants outstanding, consisting of 15,812,500 DCRD Public Warrants and 12,737,500 DCRD Private Placement Warrants. Each whole warrant entitles the holder to purchase one whole DCRD Class A Ordinary Share for $11.50 per share. The DCRD Warrants will become exercisable 30 days after the Closing and will expire five years after the Closing or earlier upon redemption or liquidation. At the SPAC Amalgamation Effective Time, each DCRD Warrant issued and outstanding immediately prior to the SPAC Amalgamation Effective Time will be exchanged for a New SPAC Warrant. Once the New SPAC Warrants become exercisable, New SPAC may redeem New SPAC Warrants in certain circumstances. Further, in connection with the listing of the New SPAC Warrants on the TSX, in accordance with the TSX’s listing requirements in respect of warrants, New SPAC expects to provide certain undertakings to the TSX to the effect that New SPAC will not exercise certain of its rights under the New SPAC Warrant Agreement, including, notably, (i) changing the exercise price of the New SPAC Warrants and (ii) amending the expiry date of the New SPAC Warrants. See the section entitled “Description of New SPAC Securities—New SPAC Warrants.”

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. Please see the section entitled “Business of Hammerhead and Certain Information About Hammerhead” for more information.

DCRD, Hammerhead, NewCo and AmalCo entered into the Business Combination Agreement on September 25, 2022. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected as follows: (i) DCRD will transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Companies Act and domesticate as an Alberta corporation in accordance with the ABCA, (ii) following the Domestication, DCRD will amalgamate with NewCo, with NewCo surviving the SPAC Amalgamation as New SPAC and (iii) on the Closing Date, Hammerhead will amalgamate with AmalCo, with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC.

In connection with the Business Combination Agreement, DCRD entered into the following agreements:

Sponsor Support Agreement: DCRD entered into the Sponsor Support Agreement on September 25, 2022 with DCRD Sponsor, Riverstone Fund V, NewCo and Hammerhead, pursuant to which, among other things, DCRD Sponsor and Riverstone Fund V each agreed to (and agreed to cause its controlled affiliates to) (i) waive the anti-dilution rights set forth in the DCRD Articles with respect to the DCRD Founder Shares held by it, (ii) vote all DCRD Class A Ordinary Shares

Hammerhead Shareholder Support Agreements: DCRD and certain securityholders of Hammerhead, including the Riverstone Parties, entered into the Hammerhead Shareholder Support Agreements, pursuant to which, among other things, such securityholders agreed to vote (or cause to be voted) all of their Subject Securities for and in favor of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement. Additionally, such securityholders have agreed, among other things, not to, prior to the Closing, (a) transfer any of their Subject Securities (or enter into any agreement, arrangement or understanding in connection therewith other than pursuant to the Plan of Arrangement), subject to certain customary exceptions, or (b) enter into any voting arrangement that is inconsistent with the Hammerhead Shareholder Support Agreements. For more information about the Hammerhead Shareholder Support Agreements, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Lock-Up Agreements: On the Closing Date, pursuant to the Business Combination Agreement and as set forth in the Plan of Arrangement, certain existing shareholders of Hammerhead, including the Riverstone Parties, will become bound by a Lock-Up Agreement with New SPAC pursuant to which they will agree, subject to certain customary exceptions, not to (i) effect any sale of, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any securities of New SPAC, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of New SPAC, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii) until the earlier of (a) six months after the Closing or (b) the date that the last sale price of the New SPAC Class A Common Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period. For more information about the Lock-Up Agreements, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Sponsor Side Letter: In connection with the execution of the Business Combination Agreement, on September 25, 2022, DCRD Sponsor entered into the Sponsor Side Letter with DCRD, Riverstone Fund V and certain Riverstone Fund V Entities. Pursuant to the Sponsor Side Letter, the DCRD Initial Shareholders have agreed to transfer 55% of the DCRD Founder Shares and 100% of the DCRD Private Placement Warrants held by them to certain Riverstone Fund V Entities prior to Closing. Upon the Founder Transfer, such Riverstone Fund V Entities have agreed to be bound by the restrictions on transfer applicable to the DCRD Founder Shares and DCRD Private Placement Warrants in the letter agreement, dated August 10, 2021, by and among DCRD, DCRD management and DCRD Sponsor (the “IPO Letter Agreement”) and the terms of the Sponsor Support Agreement. Accordingly, such Riverstone Fund V Entities are required to vote all of the DCRD Founder Shares held by them in favor of the Business Combination Proposal.

Concurrently with the Closing, DCRD will enter into the A&R Registration Rights Agreement, pursuant to which New SPAC will agree that, within 15 business days after the Closing, New SPAC will file with the SEC (at New SPAC’s sole cost and expense) the Resale Registration Statement, and New SPAC will use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing thereof. In certain circumstances, the holders can demand New SPAC’s assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights. For more information about the A&R Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Concurrently with the Company Amalgamation, pursuant to the terms of the Business Combination Agreement and the Plan of Arrangement, the New SPAC Closing Articles will become the articles of New SPAC. Concurrently with the SPAC Amalgamation Effective Time, pursuant to the terms of the Business Combination Agreement and the Plan of Arrangement, the bylaws of NewCo will become the New SPAC Closing Bylaws. For more information about the New SPAC Closing Articles and the New SPAC Closing Bylaws, see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, the approval by DCRD Shareholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination—Conditions to Closing of the Business Combination.”

The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Company Amalgamation Effective Time in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination Agreement and Related Agreements—Termination.”

The Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

Under the DCRD Articles, holders of DCRD Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the DCRD Articles. As of September 30, 2022, this would have amounted to approximately $10.16 per share. If a DCRD Public Shareholder exercises its redemption rights, New SPAC will redeem the related New SPAC Class A Common Shares for cash, and such DCRD Public Shareholder will no longer own New SPAC Class A Common Shares and will not participate in New SPAC’s future growth, if any. Any such redemptions related to the Business Combination will take place following the Company Amalgamation; accordingly, it is New SPAC Class A Common Shares that will be redeemed as promptly as practicable after consummation of the Business Combination. Such a holder

It is anticipated that, upon the Closing, the ownership of New SPAC Common Shares will be as follows (totals may not add to 100.0% due to rounding):

Shares held by DCRD Sponsor, DCRD management, and certain members of the DCRD Board after the Founder Transfer. Excludes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

Includes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

The DCRD Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination, including the recommendation of the Special Committee. For more information about the DCRD Board’s decision-making process, see the subsection entitled “The Business Combination— DCRD Board and Special Committee’s Reasons for Approving the Business Combination.” When you consider the unanimous recommendation of the DCRD Board, you should keep in mind that, aside from their interests as shareholders, DCRD Sponsor and certain members of DCRD management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination—Interests of Certain Persons in the Business Combination.”

In addition to voting on the proposal to adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, at the DCRD Shareholders’ Meeting, the DCRD Shareholders will also be asked to consider and vote on the approval of:

a proposal to approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the Domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws;

a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately as the Authorized Capital Proposal, the Declassification Proposal, the Quorum Proposal and the Other Matters Proposal in accordance with SEC guidance. The full text of the New SPAC Closing Articles and the New SPAC Closing Bylaws are attached to this proxy statement/prospectus as Annex D and Annex J, respectively;

a proposal to approve, by Special Resolution, an extension of the Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles; and

if put to DCRD Shareholders for a vote, a proposal to approve by Ordinary Resolution the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing Proposals. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

Why am I receiving this proxy statement/prospectus?

DCRD Shareholders are being asked to consider and vote upon the Proposals, including to approve the transactions contemplated by the Business Combination Agreement, including the SPAC Amalgamation and the Company Amalgamation.

What is being voted on at the DCRD Shareholders’ Meeting?

DCRD Shareholders will vote on the following Proposals at the DCRD Shareholders’ Meeting:

The Domestication Proposal—To approve, by Special Resolution, the transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the ABCA, including the adoption of the Domestication Articles and Bylaws (the “Domestication Proposal” or “Proposal No. 1”);

The Business Combination Proposal—To approve, by Special Resolution, the Business Combination Agreement, dated September 25, 2022 and the Business Combination, including the Arrangement Resolution pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) following the Domestication, the SPAC Amalgamation will take place, and NewCo will survive the SPAC Amalgamation as New SPAC and (ii) on the Closing Date, the Company Amalgamation will take place and the Amalgamated Company will become a wholly owned subsidiary of New SPAC (the “Business Combination Proposal” or “Proposal No. 2”);

Advisory Organizational Documents Proposals—To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights, presented separately in accordance with SEC guidance (the “Advisory Organizational Documents Proposals” or “Proposal No. 3”). Proposal No. 3 is separated into sub-proposals submitted to DCRD Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights as described in the following paragraphs (a)–(d):

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would change the authorized share capital from the existing (i) 500,000,000 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 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

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would declassify the board of directors with the result being that each director will be elected annually for a term of one year (the “Declassification Proposal” or “Proposal No. 3B”);

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws 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 (the “Quorum Proposal” or “Proposal No. 3C”); and

the proposed New SPAC Closing Articles and the New SPAC Closing Bylaws would not include provisions relating to the DCRD Class B Ordinary Shares, the DCRD IPO, DCRD Sponsor, the Initial Business Combination and other related matters (the “Other Matters Proposal” or “Proposal No. 3D” and, together with the Authorized Capital Proposal, the Declassification Proposal and the Quorum Proposal, the “Sub-Proposals”);

The Extension Proposal—To approve, by Special Resolution, an extension of Deadline Date to March 13, 2023 to be effected by way of amendment and restatement of the DCRD Articles (the “Extension Proposal” or “Proposal No. 4”); and

The Adjournment Proposal—If put to DCRD Shareholders for a vote, to approve, by Ordinary Resolution, the adjournment of the DCRD Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal” or “Proposal No. 5” and, together with the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals and the Extension Proposal, the “Proposals”). If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

Are the Proposals conditioned on one another?

DCRD may not consummate the Business Combination unless the Domestication Proposal and the Business Combination Proposal are approved at the DCRD Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding and are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Extension Proposal is conditioned on the approval of the Domestication Proposal and the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. If put forth at the DCRD Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Domestication Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, nor the Extension Proposal will be submitted to the DCRD Shareholders for a vote.

What will happen in the Business Combination?

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, the Business Combination will be effected as follows: (i) DCRD will transfer by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the DCRD Articles and the Companies Act and domesticate as an Alberta corporation in accordance with the ABCA, (ii) DCRD will amalgamate with NewCo, with NewCo surviving as New SPAC in accordance with the terms of the Plan of Arrangement and (iii) Hammerhead will amalgamate with AmalCo, with the Amalgamated Company becoming a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement.

How were the transaction structure and consideration for the Business Combination determined?

Why is DCRD proposing the Business Combination?

DCRD was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving DCRD and one or more businesses or entities.

What conditions must be satisfied to complete the Business Combination?

There are several closing conditions in the Business Combination Agreement, including the approval by DCRD Shareholders of the Business Combination Proposal. For a summary of the conditions that must be

How will New SPAC be managed and governed following the Business Combination?

What will be the equity stakes of the Hammerhead Shareholders, DCRD Public Shareholders, DCRD Founder Shareholders and the Riverstone Parties in New SPAC upon completion of the Business Combination?

DCRD, NewCo and Hammerhead anticipate that, upon the Closing, the ownership of New SPAC Common Shares will be as follows (totals may not add to 100.0% due to rounding):

Shares held by DCRD Sponsor, DCRD management, and certain members of the DCRD Board after the Founder Transfer. Excludes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

Includes 4,348,438 New SPAC Class A Common Shares received in exchange for DCRD Founder Shares that will be held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

Why is DCRD proposing the Advisory Organizational Documents Proposals?

As required by applicable SEC guidance, DCRD is requesting that the DCRD Shareholders consider and vote upon, on a non-binding advisory basis, proposals to approve the governance provisions contained in the New SPAC Closing Articles and the New SPAC Closing Bylaws that materially affect DCRD Shareholders’ rights. These non-binding advisory votes are not otherwise required by either Cayman Islands or Alberta law and are separate and apart from the Business Combination Proposal, but consistent with SEC guidance, DCRD is submitting these proposals to its shareholders separately as the Sub-Proposals for approval. Please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information. However, the DCRD Shareholder votes regarding these Proposals are advisory votes and are not binding on the DCRD Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals.

Did the DCRD Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. The Special Committee received the Fairness Opinion from Duff & Phelps as to the fairness, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor, including the applicable affiliates and affiliated persons of DCRD Sponsor and Riverstone, as of the date of such opinion, of the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to the holders of capital stock of Hammerhead, in the aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement (without giving effect to any impact of the Business Combination or any part thereof on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead), which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described under the subsection “The Business Combination—Opinion of Financial Advisor to the Special Committee.”

What are some of the positive and negative factors that the DCRD Board and the Special Committee considered when determining to enter into the Business Combination Agreement and their rationale for approving the Business Combination?

The DCRD Board and the Special Committee considered a number of factors pertaining to the Business Combination as generally supporting their respective decisions to enter into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

Management Team. Hammerhead’s management team possesses deep knowledge of the industry, have a proven track record in developing Hammerhead’s asset base and are well suited to realize the investment potential from the Business Combination.

Asset Quality. Hammerhead has over 100,000 net acres in the light oil window of the Montney (Alberta, Canada), an area considered to be among the most economic plays for oil and gas development in North America, with individual well returns exceeding 100% IRR at current prices as of September 2022.

Growth Trajectory and Free Cash Flow. Hammerhead is ten years into the process of proving up and developing its asset base, and expects to continue to grow production meaningfully over the next two years given its highly economic inventory position. The Hammerhead Projections and the Risk-Adjusted Projections provide that Hammerhead’s Levered Free Cash Flow (defined as EBITDA less Cash Interest Expense, Cash Taxes, Capital Expenditures and Lease Expenses, and Changes in Net Working Capital) will be C$328 million and C$267 million, respectively, by 2024 at current commodity prices as of September 2022. Please see “The Business Combination—Unaudited Prospective Financial and Operating Information” for more information.

Decarbonization Initiatives. Integral to Hammerhead’s capital budget is a “greening of fossil fuels” campaign that is designed to dramatically reduce the carbon footprint of Hammerhead’s asset base. Hammerhead has a goal to achieve net zero by 2030 through various decarbonization initiatives, the most material of which is deployment of carbon capture and sequestration.

Valuation. The DCRD Board and the Special Committee concluded that the aggregate consideration payable under the Business Combination Agreement reflects an attractive valuation relative to publicly listed companies with certain characteristics comparable to Hammerhead such as similar industry, end

Opinion of the Special Committee’s Financial Advisor. The Special Committee considered the financial analyses of Duff & Phelps, as reviewed and discussed with the Special Committee, as well as the opinion of Duff & Phelps to the effect that, as of September 25, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in Duff & Phelps’ written opinion, the aggregate consideration (in the form of New SPAC Class A Common Shares having an assumed value of $10.00 per share) to be paid by DCRD (or its applicable successor entity, New SPAC) to holders of capital stock of Hammerhead, in aggregate, in connection with the Company Amalgamation pursuant to the Business Combination Agreement was fair, from a financial point of view, to the DCRD Public Shareholders other than DCRD Sponsor including the applicable affiliates and affiliated entities of DCRD Sponsor and Riverstone (without giving effect to any impact of the Business Combination on any particular shareholder other than in its capacity as a shareholder of DCRD, and not, for the avoidance of doubt, as a shareholder (or affiliate of a shareholder) of Hammerhead).

Due Diligence. DCRD and the Special Committee, with assistance from its advisors, conducted a due diligence review of Hammerhead and its business, including review of relevant documentation and discussions with the management team and the Special Committee’s and DCRD’s financial, legal and other advisors. Through DCRD’s and the Special Committee’s due diligence investigation, the Special Committee and DCRD’s management had knowledge of, and were familiar with, Hammerhead’s businesses and financial condition, including its historical financial results, financial plan, outstanding indebtedness and growth prospects. As part of its evaluation of Hammerhead, the Special Committee and DCRD’s management also considered the financial profiles of certain publicly traded companies in the same and adjacent sectors.

Other Alternatives. Having thoroughly reviewed the other potential business combination opportunities available to us, the Special Committee determined that the Business Combination presented the most attractive business combination opportunity based on the process it utilized to evaluate such other potential business combination opportunities and the belief that such process has not yielded more attractive alternatives, taking into account the potential risks, rewards and uncertainties associated with potential alternatives.

Negotiated Transaction. The financial and other terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligations and the termination provisions, were the product of arm’s length negotiations among the Special Committee, DCRD, and Hammerhead, and the DCRD Board believes that such terms are reasonable and fair to DCRD Shareholders.

Benefits Not Achieved. The risk that the potential benefits of the Business Combination or anticipated performance of Hammerhead may not be fully achieved, or may not be achieved within the expected timeframe and that the results of operations of New SPAC’s business may differ materially from the projections prepared by Hammerhead and reviewed by the Special Committee.

Liquidation of DCRD. The risks and costs to DCRD if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in DCRD being unable to effect a business combination within the required timeframe and force DCRD to liquidate and the DCRD Warrants to expire worthless.

Shareholder Vote. The risk that DCRD Shareholders or Hammerhead Shareholders may fail to approve the Business Combination.

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the parties’ control.

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses. The fees and expenses associated with completing the Business Combination.

Other Risks. The various other risks associated with the Business Combination, DCRD’s business and the businesses of Hammerhead described under “Risk Factors”.

Interests of Certain Persons. The interests of certain of DCRD officers and directors in the Business Combination are in addition to, and may be different from, the interests of DCRD Shareholders. The Special Committee was aware of these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Special Committee and the DCRD Board, the Business Combination Agreement and the Business Combination.

What happens if I sell my DCRD Class A Ordinary Shares before the DCRD Shareholders’ Meeting?

The record date for the DCRD Shareholders’ Meeting is earlier than the date of the DCRD Shareholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your DCRD Class A Ordinary Shares after the record date, but before the DCRD Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the DCRD Shareholders’ Meeting. However, you will not be able to seek redemption of your New SPAC Class A Common Shares that you receive in exchange for your DCRD Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your DCRD Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the DCRD Shareholders’ Meeting or seek redemption of your New SPAC Class A Common Shares that you receive in exchange for your DCRD Class A Ordinary Shares.

How has the announcement of the Business Combination affected the trading price of DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants?

On September 23, 2022, the last trading date before the public announcement of the Business Combination, DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants closed at $10.11, $10.03 and $0.1899, respectively. On December 27, 2022, the trading date that is three business days prior to the date of this proxy statement/prospectus, DCRD Units, DCRD Class A Ordinary Shares and DCRD Public Warrants closed at $10.48, $10.20 and $0.58, respectively.

Following the Business Combination, will DCRD’s securities continue to trade on a stock exchange?

No. DCRD, Hammerhead and NewCo anticipate that, following consummation of the Business Combination, the DCRD Class A Ordinary Shares (or, following the Domestication, the DCRD Class A Common Shares), DCRD Units and DCRD Public Warrants will be delisted from the NASDAQ, and DCRD will be deregistered under the Exchange Act. Each DCRD Class A Ordinary Share (or, following the Domestication, each DCRD Class A Common Share) will be exchanged for one New SPAC Common Share and each DCRD Warrant will automatically be exchanged for one New SPAC Warrant.

What vote is required to approve the Proposals presented at the DCRD Shareholders’ Meeting?

Approval of the Domestication Proposal, the Business Combination Proposal and the Extension Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66²⁄₃%) of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class (provided that pursuant to Article 193 of the DCRD Articles, in relation to a Special Resolution to approve the Domestication, including the Domestication Articles and Bylaws, the holders of the DCRD Class B Ordinary Shares have ten votes for every DCRD Class B Ordinary Share and the holders of the DCRD Class A Ordinary Shares have one vote for every DCRD Class A Ordinary Share with respect to the Domestication Proposal). Each of the Advisory Organizational Documents Proposals and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares entitled to vote and actually cast thereon at the DCRD Shareholders’ Meeting, voting as a single class.

May DCRD Sponsor, directors, officers, advisors or any of their respective affiliates purchase DCRD Public Shares in connection with the Business Combination?

In connection with the vote of DCRD Shareholders to approve the proposed Business Combination, DCRD Sponsor, DCRD management or DCRD’s advisors and any of their respective affiliates may privately negotiate to purchase DCRD Public Shares from DCRD Public Shareholders who would have otherwise

How many votes do I have at the DCRD Shareholders’ Meeting?

For all Proposals other than the Domestication Proposal, DCRD Shareholders are entitled to one vote at the DCRD Shareholders’ Meeting for each DCRD Class A Ordinary Share or DCRD Class B Ordinary Share held of record as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting. With respect to the Domestication Proposal, holders of DCRD Class B Ordinary Shares are entitled to ten votes per DCRD Class B Ordinary Share and DCRD Public Shareholders are entitled to one vote per DCRD Class A Ordinary Share, in each case, held of record as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting. As of the close of business on the record date, there were 31,625,000 outstanding DCRD Class A Ordinary Shares, which are held by DCRD Public Shareholders, and 7,906,250 outstanding DCRD Class B Ordinary Shares, which are held by the DCRD Founder Shareholders.

How do I attend the DCRD Shareholders’ Meeting?

The DCRD Shareholders’ Meeting will be held at January 23, 2023, at 10:00 a.m., Eastern Time at the offices of Vinson & Elkins L.L.P. located at 1114 Avenue of the Americas, 32^nd Floor, New York, NY 10036 and virtually via live webcast at https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023, pursuant to the procedures described in this proxy statement/prospectus, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. All DCRD Shareholders as of the record date, or their duly appointed proxies, may attend the DCRD Shareholders’ Meeting, which will be held both in person and virtually. DCRD Shareholders may attend the DCRD Shareholders’ Meeting online, including to vote and submit questions, at https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023. To attend online and participate in the DCRD Shareholders’ Meeting, DCRD Shareholders of record will need to visit https://www.cstproxy.com/decarbonizationplusacquisitioniv/2023 and enter the 12 digit control number provided on your proxy card, regardless of whether you pre-registered.

What constitutes a quorum at the DCRD Shareholders’ Meeting?

Holders of at least one-third of the paid up voting share capital of DCRD, present in person or represented by proxy (including by way of online meeting option) at the DCRD Shareholders’ Meeting, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the DCRD Shareholders’ Meeting. As of the record date for the DCRD Shareholders’ Meeting, 13,177,084 DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares, in the aggregate, will be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum.

How will DCRD Sponsor and DCRD management vote?

DCRD Sponsor and DCRD management have agreed to vote any DCRD Class A Ordinary Shares (except for any DCRD Class A Ordinary Shares purchased as described above under “May DCRD Sponsor, directors, officers, advisors or any of their respective affiliates purchase DCRD Public Shares in connection with the Business Combination?” and below under “The Business Combination—Potential Purchases of Public Shares”) held by them in favor of the Business Combination. DCRD Founder Shareholders have agreed to vote any DCRD Class B Ordinary Shares held by them in favor of the Business Combination. Currently, DCRD Founder Shareholders own approximately 20% of the issued and outstanding DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares, in the aggregate.

What interests do the current officers and directors have in the Business Combination?

In considering the unanimous recommendation of the DCRD Board to vote in favor of the Business Combination, DCRD Shareholders should be aware that, aside from their interests as shareholders, DCRD Sponsor and certain members of DCRD management have interests in the Business Combination that are different from, or in addition to, those of other DCRD Shareholders generally. DCRD’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to DCRD Shareholders that they approve the Business Combination. DCRD Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

Pursuant to the DCRD Articles, the DCRD Founder Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares and have agreed to waive redemption rights with respect to any DCRD Public Shares held by them in connection with the consummation of the Initial Business Combination. Additionally, DCRD Founder Shareholders are not entitled to redemption rights with respect to any DCRD Founder Shares held by them if DCRD fails to consummate the Initial Business Combination within 18 months after the closing of the DCRD IPO. If DCRD does not complete the Initial Business Combination within such applicable time period, the proceeds of the sale of the DCRD Private Placement Warrants held in the Trust Account will be used to fund the redemption of the DCRD Public Shares, and the DCRD Private Placement Warrants will expire without the receipt of any value by the holders of such warrants. Since DCRD Sponsor and DCRD management directly or indirectly own DCRD Ordinary Shares and DCRD Private Placement Warrants, DCRD management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Initial Business Combination.

The fact that DCRD Initial Shareholders paid an aggregate of approximately $25,000 for the 7,906,250 DCRD Founder Shares, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $80,406,563, based on the closing price of the DCRD Class A Ordinary Shares of $10.17 per share on December 14, 2022, the record date for the DCRD Shareholders’ Meeting, resulting in a theoretical gain of $80,381,563;

The fact that given the differential in the purchase price that DCRD Sponsor paid for the DCRD Founder Shares as compared to the price of the DCRD Units sold in the DCRD IPO and the 3,464,323 New SPAC Common Shares that DCRD Sponsor will receive upon conversion of the DCRD Founder Shares in connection with the Business Combination, DCRD Sponsor and its affiliates may earn a positive rate of return on their investment even if the New SPAC Common Shares trade below the price initially paid for the DCRD Units in the DCRD IPO and the DCRD Public Shareholders experience a negative rate of return following the completion of the Business Combination;

The fact that DCRD Sponsor and DCRD’s independent directors currently hold and, following the Founder Transfer, will hold a pecuniary interest in, an aggregate of 12,737,500 DCRD Private Placement Warrants that would expire worthless if an Initial Business Combination is not

The fact that certain members of DCRD management collectively own, directly or indirectly, a material interest in DCRD Sponsor;

DCRD Sponsor and DCRD management may have a conflict of interest with respect to evaluating a business combination and financing arrangements as DCRD may obtain loans from DCRD Sponsor or an affiliate of DCRD Sponsor or any of DCRD management to finance transaction costs in connection with the Initial Business Combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the DCRD Private Placement Warrants, including as to exercise price, exercisability and exercise period;

The DCRD Articles provide that DCRD renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of DCRD management on the one hand, and DCRD, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of DCRD management to any other entity. DCRD is not aware of any such corporate opportunities not being offered to DCRD and does not believe that waiver of the corporate opportunities doctrine has materially affected DCRD’s search for an acquisition target or will materially affect DCRD’s ability to complete an Initial Business Combination;

If the Trust Account is liquidated, including in the event DCRD is unable to complete an Initial Business Combination within the required time period, DCRD Sponsor has agreed to indemnify DCRD to ensure that the proceeds in the Trust Account are not reduced below $10.10 per DCRD Public Share, or such lesser amount per DCRD Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRD’s independent public accountants) for services rendered or products sold to DCRD or (b) a prospective target business with which DCRD has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

The fact that DCRD Sponsor and DCRD management will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRD’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $3.7 million as of December 14, 2022, the record date for the DCRD Shareholders’ Meeting;

The fact that DCRD Sponsor will benefit from the completion of an Initial Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to DCRD Shareholders rather than liquidate;

The anticipated appointment of each of Robert Tichio and James McDermott, members of the DCRD Board, as directors on the New SPAC Board in connection with the closing of the Business Combination;

The fact that New SPAC will indemnify DCRD Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the Business Combination and DCRD Sponsor’s ownership of DCRD Securities or its control or ability to influence DCRD;

The fact that the Riverstone Parties, including certain Riverstone Fund V Entities, are shareholders of, and together own a controlling interest in, Hammerhead and are also affiliates of DCRD Sponsor, and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. DCRD Sponsor is also an affiliate of

The terms and provisions of the Related Agreements as set forth in detail under the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

DCRD directors, Pierre Lapeyre, Jr. and David Leuschen, director and Chief Executive Officer, Robert Tichio, Chief Financial Officer, Chief Accounting Officer and Secretary, Peter Haskopoulos and Chairman of the DCRD Board, Erik Anderson (through his interest in WRG), each hold an indirect economic interest in DCRD Sponsor. Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 12,488,255 New SPAC Private Placement Warrants with a corresponding purchase price of $12,488,255 and 4,234,172 New SPAC Common Shares with a corresponding purchase price of $13,334.75 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, DCRD Sponsor will be entitled to receive $12,512,766 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

DCRD directors Pierre Lapeyre, Jr. and David Leuschen, director and Chief Executive Officer Robert Tichio and Chief Financial Officer, Chief Accounting Officer and Secretary Peter Haskopoulos and Hammerhead director Jesal Shah each have an indirect economic interest in the Riverstone Parties.

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 99,698 New SPAC Private Placement Warrants with a corresponding purchase price of $99,698 and 45,706 New SPAC Common Shares with a corresponding purchase price of $166.10 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Mr. McDermott will be entitled to receive $99,893 upon the sale by

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Dr. Aaker will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Ms. Kearns will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Holdings of, and purchase price for, the New SPAC Private Placement Warrants and New SPAC Common Shares do not include the 49,849 New SPAC Private Placement Warrants with a corresponding purchase price of $49,849 and 22,853 New SPAC Common Shares with a corresponding purchase price of $83.05 that will be held by certain Riverstone Fund V Entities after the Founder Transfer. Following the Closing and pursuant to the Sponsor Side Letter, Mr. Tepper will be entitled to receive $49,947 upon the sale by certain Riverstone Fund V Entities of the New SPAC Private Placement Warrants or New SPAC Common Shares held by it. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Includes (i) amount DCRD Sponsor has agreed to pay for certain of DCRD’s expenses in the form of non-interest bearing advances, an amount which, as of September 30, 2022, was approximately $1,656,022 and (ii) $10,910.25 which represents capital contribution made by DCRD Sponsor in exchange for the 3,464,323 DCRD Founder Shares, which DCRD Sponsor will retain after the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Based on the closing price of the DCRD Public Warrants of $0.53 per warrant on December 14, 2022.

Includes 4,348,438 shares that will be held by certain Riverstone Fund V Entities after the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Based on the closing price of the DCRD Class A Ordinary Shares of $10.17 per share on December 14, 2022.

Based on a post-transaction equity value of New SPAC of $1.298 billion and assuming the Base Scenario (as described in the subsection entitled “The Business Combination—Total New SPAC Common Shares to Be Issued in the Business Combination”) with no redemptions.

Includes (i) $901,763,812 of invested capital by the Riverstone Parties in Hammerhead, (ii) $12,737,500, which is equal to the cost of the 12,737,500 New SPAC Private Placement Warrants, which certain Riverstone Fund V Entities will hold pursuant to the Founder Transfer and (iii) $13,750 which represents capital contributions made by DCRD Sponsor in exchange for the 4,348,438 DCRD Founder Shares, which certain Riverstone Fund V Entities will hold pursuant to the Founder Transfer. For more information about the Sponsor Side Letter see the subsection entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

Are there material differences between my rights as a New SPAC Shareholder and my rights as a DCRD Shareholder?

Yes. There are certain material differences between your rights as a New SPAC Shareholder and your rights as a DCRD Shareholder. You are urged to read the sections entitled “Descriptions of New SPAC Securities” and “Comparison of Corporate Governance and Shareholder Rights.”

What happens if I vote against the Business Combination Proposal?

Under the DCRD Articles, if the Business Combination Proposal is not approved and DCRD does not otherwise consummate an alternative business combination by the Deadline Date, DCRD will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to DCRD Public Shareholders.

Do I have redemption rights?

Pursuant to the DCRD Articles, a DCRD Public Shareholder may request that New SPAC redeem all or a portion of its DCRD Public Shares for cash if the Business Combination is consummated. As a DCRD Public Shareholder, you will be entitled to exercise your redemption rights if you:

hold DCRD Public Shares or, if you hold DCRD Public Shares through DCRD Units, you elect to separate your DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising your redemption rights;

submit a written request to Continental Stock Transfer & Trust Company, the Transfer Agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your DCRD Public Shares for cash and (ii) identify yourself as the beneficial holder of the DCRD Public Shares and provide your legal name, phone number and address; and

deliver your DCRD Public Shares to the Transfer Agent, physically or electronically through DTC.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your DCRD Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by DCRD Public Shareholders who will redeem their shares and no longer remain shareholders.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (a) if you hold DCRD Units, elect to separate your DCRD Units into the underlying DCRD Public Shares and DCRD Public Warrants prior to exercising your redemption rights with respect to the DCRD Public Shares; and (b) prior to 10:30 a.m., Eastern Time, on January 19, 2023 (two business days before the DCRD Shareholders’ Meeting), tender your shares physically or electronically and submit a request in writing that New SPAC redeem your New SPAC Class A Common Shares that you receive in exchange for your DCRD Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

What are the material U.S. federal income tax consequences to the DCRD Shareholders that are U.S. Holders as a result of the Domestication and SPAC Amalgamation?

As discussed more fully below in the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—The Domestication and SPAC Amalgamation,” it is intended that the Domestication and the SPAC Amalgamation each qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”) or another form of reorganization within the meaning of Section 368(a) of the Code. If the Domestication and the SPAC Amalgamation so qualify, the DCRD Shareholders that are U.S. Holders (as defined below in the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—U.S. Holder Defined”) should not recognize gain or loss for U.S. federal income tax purposes in connection with the Domestication or SPAC Amalgamation, subject to the discussion contained herein regarding the “passive foreign investment company” (or “PFIC”) rules.

What are the U.S. federal income tax consequences of exercising my redemption rights if I am a U.S. Holder?

The receipt of cash by a U.S. Holder in redemption of such shares will be a taxable event for U.S. federal income tax purposes. It is expected that a redeeming U.S. Holder will be treated as selling its New SPAC Class A Common Shares and will recognize capital gain or loss. There may be certain circumstances, however, in which the redemption will not be treated as a sale of New SPAC Class A Common Shares for U.S. federal income tax purposes, and the redemption will instead be treated as a distribution of cash from New SPAC. Notwithstanding the foregoing, if DCRD (or, after the SPAC Amalgamation, New SPAC) is treated as a PFIC at any time during a U.S. Holder’s holding period of DCRD Class A Ordinary Shares or New SPAC Class A Common Shares, unless a redeeming U.S. Holder has made certain elections, the gain recognized or proceeds received in the redemption may be subject to tax at ordinary income rates and an interest charge under a complex set of computational rules. For a more complete discussion of the U.S. federal income tax considerations of the exercise of redemption rights for U.S. Holders, please see the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—Redemption of New SPAC Class A Common Shares.”

If I am a DCRD Warrant Holder, can I exercise redemption rights with respect to my DCRD Warrants?

No. DCRD Warrant Holders have no redemption rights with respect to DCRD Warrants.

How do the DCRD Public Warrants differ from the DCRD Private Placement Warrants, and what are the related risks for any DCRD Public Warrant Holders post-Business Combination?

The DCRD Private Placement Warrants (including the DCRD Class A Ordinary Shares issuable upon exercise of the DCRD Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except, among other limited exceptions, to DCRD management and other persons or entities affiliated with DCRD Sponsor), and they will not be redeemable by DCRD so long as they are held by the initial purchasers of the DCRD Private Placement Warrants or their permitted transferees (including certain Riverstone Fund V Entities). The initial purchasers, or their permitted

New SPAC will have the ability to redeem outstanding New SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of the New SPAC Class A Common Shares has been at least $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which New SPAC gives notice of such redemption and provided certain other conditions are met.

New SPAC will have the ability to redeem outstanding New SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of the New SPAC Class A Common Shares equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which notice of the redemption is given. Historical trading prices for the DCRD Class A Ordinary Shares have exceeded the $10.00 per share threshold at which the DCRD Public Warrants (or, following the Business Combination, the New SPAC Public Warrants) would become redeemable. In such a case, the New SPAC Public Warrant Holders will be able to exercise their New SPAC Public Warrants prior to redemption for a number of New SPAC Class A Common Shares determined by reference to a make-whole table. Please see the subsection entitled “Description of Securities—Warrants—Redemption of DCRD Warrants for Cash When the Price Per DCRD Class A Ordinary Share Equals or Exceeds $10.00.” The value received upon exercise of the New SPAC Public Warrants (1) may be less than the value the New SPAC Public Warrant Holders would have received if they had exercised their New SPAC Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the New SPAC Public Warrant Holders for the value of the New SPAC Public Warrants, including because the number of shares received is capped at 0.361 New SPAC Class A Common Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the New SPAC Public Warrants.

Do I have appraisal or dissent rights if I object to the proposed Business Combination?

No dissent rights are available to DCRD Shareholders under the ABCA in connection with the Business Combination nor are appraisal rights available to holders of DCRD Class A Ordinary Shares and DCRD Class B Ordinary Shares in connection with the Business Combination. However, DCRD Shareholders are still entitled to exercise the rights of redemption as set out in the subsection entitled “Extraordinary General Meeting of DCRD Shareholders—Redemption Rights” and the DCRD Board has determined that the redemption proceeds payable to DCRD Shareholders who exercise such redemption rights represents the fair value of those DCRD Ordinary Shares. Please see the subsection entitled “The Business Combination—Appraisal or Dissent Rights” for more information.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

If the Domestication Proposal and the Business Combination Proposal are approved, DCRD intends to use a portion of the funds held in the Trust Account to pay (a) a portion of DCRD’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (b) tax obligations and deferred underwriting discounts and commissions from the DCRD IPO and (c) for any redemptions of DCRD Public Shares. The remaining balance in the Trust Account will be used for general corporate purposes of New SPAC. See the sections entitled “The Business Combination” and “Proposal No. 2—The Business Combination Proposal” for additional information.

What happens if the Business Combination is not consummated or is terminated?

There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “Business Combination Agreement—Termination” for additional information regarding the parties’ specific termination rights. In accordance with the DCRD Articles, if an Initial Business Combination is not consummated by the Deadline Date, DCRD will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the DCRD Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously released to DCRD to fund regulatory withdrawals or to pay taxes, if any, divided by the number of then-outstanding DCRD Public Shares, which redemption will completely extinguish DCRD Public Shareholders’ rights as DCRD Public Shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of DCRD’s remaining DCRD Shareholders and the DCRD Board, liquidate and dissolve, subject in the case of clause (b) and this clause (c), to DCRD’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

When is the Business Combination expected to be consummated?

It is currently anticipated that the Business Combination will be consummated promptly following the DCRD Shareholders’ Meeting to be held on January 23, 2023 provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the subsection entitled “The Business Combination Agreement—Conditions to Closing of the Business Combination.”

What is Hammerhead?

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. Please see the section entitled “Business of Hammerhead and Certain Information About Hammerhead” for more information.

What will DCRD Shareholders receive in the Business Combination?

Pursuant to the SPAC Amalgamation, (i) each DCRD Class A Common Share (which, prior to the Domestication, were DCRD Class A Ordinary Shares) then issued and outstanding will be exchanged, on a one-for-one basis, for a New SPAC Class A Common Share and (ii) each DCRD Class B Common Share (which, prior to the Domestication, were DCRD Class B Ordinary Shares) then issued and outstanding will be exchanged, on a one-for-one basis, for a New SPAC Class B Common Share. On the Closing Date, prior to the Company Amalgamation, each New SPAC Class B Common Share then issued and outstanding will be exchanged, on a one-for-one basis, for a New SPAC Class A Common Share, in each case, pursuant to the New SPAC Articles and in accordance with the Plan of Arrangement.

What will DCRD Warrant Holders receive in the Business Combination?

At the SPAC Amalgamation Effective Time, New SPAC will assume the Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRD Warrant then outstanding and unexercised will automatically, without any action on the part of its holder, be exchanged for a New SPAC Warrant. Each New SPAC Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRD Warrant immediately prior to the SPAC Amalgamation, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective following the SPAC Amalgamation: (A) each New SPAC Warrant will be exercisable solely for New SPAC Class A Common Shares; (B) the number of New SPAC Class A Common Shares subject to each New SPAC Warrant will be equal to the number of DCRD Class A Ordinary Shares subject to the applicable DCRD Warrant; and (C) the per share exercise price for the New SPAC Class A Common Shares issuable upon exercise of such New SPAC Warrant will be equal to the per share exercise price for the DCRD Class A Ordinary Shares subject to the applicable DCRD Warrant, as in effect immediately prior to the SPAC Amalgamation.

What will DCRD Unitholders receive in the Business Combination?

At the SPAC Amalgamation Effective Time, each DCRD Unit then issued and outstanding will be exchanged for a New SPAC Unit. At the Company Amalgamation Effective Time, each New SPAC Unit will automatically be detached and broken out into their component securities. NewCo has applied to have the New SPAC Class A Common Shares and New SPAC Public Warrants listed on the NASDAQ and the TSX. Listing is subject to the approval of the TSX and the NASDAQ, respectively, in accordance with their respective original listing requirements. The TSX has not conditionally approved New SPAC’s listing application and there is no assurance that the TSX or the NASDAQ will approve New SPAC’s listing

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you are a shareholder of record, there are two ways to vote your DCRD Class A Ordinary Shares or DCRD Class B Ordinary Shares at the DCRD Shareholders’ Meeting: (i) you can attend the DCRD Shareholders’ Meeting in person (including by way of online meeting option) and vote or (ii) you can vote by signing and returning the enclosed proxy card, or you can submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your DCRD Ordinary Shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your DCRD Ordinary Shares, your DCRD Ordinary Shares will be voted as recommended by the DCRD Board “FOR” each of the Proposals. If your DCRD Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the DCRD Ordinary Shares beneficially owned by you are properly counted. Beneficial DCRD Shareholders who wish to vote by attending the DCRD Shareholders’ Meeting in person or virtually must obtain a legal proxy by contacting the bank, broker or other nominee that holds their DCRD Ordinary Shares.

What will happen if I abstain from voting or fail to vote at the DCRD Shareholders’ Meeting?

At the DCRD Shareholders’ Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals (assuming a quorum is present).

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

Signed and dated proxies received by DCRD without an indication of how the DCRD Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the DCRD Shareholders at the DCRD Shareholders’ Meeting.

If I am not going to attend the DCRD Shareholders’ Meeting, should I submit my proxy card instead?

Yes. Whether you plan to attend the DCRD Shareholders’ Meeting or not, please read this proxy statement/prospectus carefully, and vote your DCRD Ordinary Shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

If my DCRD Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your DCRD Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. DCRD believes the Proposals presented to DCRD Shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your DCRD Ordinary Shares without your instruction. Your bank, broker, or other nominee can vote your DCRD Ordinary Shares only if you provide instructions on how to vote. You should instruct your broker to vote your DCRD Ordinary Shares in accordance with directions you provide.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to DCRD at the address listed below so that it is received by DCRD prior to the DCRD Shareholders’ Meeting or by attending the DCRD Shareholders’ Meeting in person or online and voting there. You also may revoke your proxy by sending a notice of revocation to DCRD, which must be received prior to the DCRD Shareholders’ Meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your DCRD Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold DCRD Ordinary Shares. If you are a holder of record and your DCRD Ordinary Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your DCRD Ordinary Shares.

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Who will solicit and pay the cost of soliciting proxies?

DCRD is soliciting proxies on behalf of the DCRD Board. This solicitation is being made by mail but also may be made by telephone, in person or by electronic means. DCRD will bear the cost of the solicitation. 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. DCRD will reimburse Morrow Sodali LLC for reasonable and documented out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. DCRD will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions, and will reimburse such parties for their expenses in forwarding soliciting materials to beneficial owners of DCRD Class A Ordinary Shares and in obtaining voting instructions from those owners. DCRD management and DCRD’s employees may also solicit proxies by telephone, by facsimile, in person or by electronic means. They will not be paid any additional amounts for soliciting proxies.