UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 2330, 2023

Decarbonization Plus Acquisition Corporation IV

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40731	98-1585724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2744 Sand Hill Road, Suite 100 Menlo Park, CA		94025
(Address of Principal Executive Offices)		(Zip Code)

2744 Sand Hill Road, Suite 100

Menlo Park, CA

94025

(Address of Principal Executive Offices)

(Zip Code)

(212) 993-0076

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one warrant	DCRDU	Nasdaq Capital Market
Class A ordinary share, par value $0.0001 per share	DCRD	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	DCRDW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Item 37.0301. ~~Material~~Regulation ~~Modification~~FD ~~to Rights of Security Holders~~Disclosure.

OnAs ~~January 23,~~previously ~~2023,~~announced ~~the~~by ~~shareholders of~~ Decarbonization Plus Acquisition Corporation IV, a(the ~~Cayman~~“Company” ~~Islands~~or ~~exempted company (~~“DCRD”), oron September 25, 2022, the “Company, Hammerhead Resources Inc., an Alberta corporation (“Hammerhead”), ~~approved~~Hammerhead ~~the~~Energy ~~Second~~Inc., ~~Amended~~an ~~and~~Alberta ~~Restated~~corporation ~~Memorandum~~ and ~~Articles~~wholly ofowned ~~Association~~subsidiary of ~~the~~Hammerhead ~~Company~~ (~~the~~ “~~A&R DCRD Articles~~NewCo”), atand ~~the~~2453729 ~~extraordinary~~Alberta ~~general~~ULC, ~~meeting~~an Alberta unlimited liability corporation and wholly owned subsidiary of the Company, entered into a Business Combination Agreement (the ~~“DCRD~~transaction ~~Shareholders’~~contemplated ~~Meeting~~thereby, the “Business Combination”).

~~The~~On ~~A&R~~January 30, 2023, DCRD ~~Articles~~issued ~~extend~~a ~~the~~press ~~date~~release byannouncing ~~which~~that DCRD ~~must~~is ~~complete~~reopening athe ~~Business~~period ~~Combination~~during ~~(as~~which ~~defined~~holders inof ~~the~~DCRD’s Class A&R ~~DCRD~~ordinary ~~Articles)~~shares to(such ~~March 13~~shares, ~~2023.~~the “DCRD OnPublic ~~January~~Shares” 24and, ~~2023~~such holders, the “DCRD ~~Company~~Public ~~filed~~Shareholders”) ~~the~~may ~~A&R~~elect to redeem their DCRD ~~Articles~~Public Shares in connection with the ~~Cayman~~Business ~~Islands authorities~~Combination.

~~The~~Pursuant ~~foregoing~~to ~~summary~~DCRD’s isAmended ~~qualified~~and byRestated ~~the~~Memorandum ~~full~~and ~~text~~Articles of Association (the ~~A&R~~ “DCRD Articles”), aany ~~copy~~holders of ~~which~~DCRD isPublic ~~attached~~Shares other than DCRD’s sponsor, Decarbonization Plus Acquisition Sponsor IV LLC, or DCRD’s officers or directors may elect to ~~this~~have ~~Current~~their ~~Report~~DCRD onPublic ~~Form~~Shares 8redeemed for cash at a per-Kshare asredemption ~~Exhibit~~price ~~3.1~~equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in DCRD’s trust account (the “Trust Account”) and ~~incorporated~~not ~~herein~~previously released to DCRD to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination, divided by ~~reference~~the number of then-outstanding DCRD Public Shares.

~~Item~~To ~~5.03.~~exercise ~~Amendments~~redemption torights, ~~Articles~~holders of ~~Incorporation~~DCRD orPublic ~~Bylaws;~~Shares ~~Change~~must: ~~in Fiscal Year.~~

~~The~~• ~~information~~if ~~set~~you ~~forth~~hold ~~above~~DCRD ~~under~~Public ~~Item~~Shares ~~3.03~~through ofDCRD ~~this~~units ~~Current~~sold ~~Report~~in onDCRD’s ~~Form 8-K~~initial ispublic ~~hereby~~offering ~~incorporated~~(“DCRD byUnits”), ~~reference~~elect to separate such DCRD Units into ~~this~~the ~~Item~~underlying ~~5.03.~~DCRD Public Shares and DCRD public warrants;

~~Item~~• prior to 5:00 p.07m., ~~Submission~~Eastern ofTime, ~~Matters~~on toFebruary 7, 2023 (the “New Redemption Deadline”), tender the shares physically or electronically and submit a ~~Vote~~request ofin ~~Security~~writing ~~Holders.~~that the shares be redeemed for cash to Continental Stock Transfer & Trust Company, DCRD’s transfer agent (the “Transfer Agent”), at the following address:

OnContinental ~~January 23,~~Stock 2023, DCRD convened the DCRD Shareholders’ Meeting. At the DCRD Shareholders’ Meeting, DCRD’s shareholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement (the “Proxy Statement”) filed by DCRD with the U.S. Securities and Exchange Commission on DecemberTransfer ~~30,~~& ~~2022.~~Trust Company

There were 39,531,250 ordinary shares issued and outstanding at the close of business on December 14, 2022, the record date (the “Record Date”) for the DCRD Shareholders’ Meeting. At the DCRD Shareholders’ Meeting, there were 30,938,140 shares present either by proxy or online, representing approximately 78.26% of DCRD’s total outstanding ordinary shares as of the Record Date. Each shareholder was entitled to one vote for each ordinary share held as of the record date, except that with respect to Proposal No. 1, ~~the~~State ~~Domestication Proposal~~Street, ~~holders~~30th ofFloor ~~the Class B ordinary shares of DCRD, par value $0.0001 per share (the “DCRD Class B Ordinary Shares”), were entitled to ten votes per DCRD Class B Ordinary Share held of record.~~

ANew ~~summary~~York, ofNew ~~the~~York ~~voting~~10004 ~~results for each proposal is set forth below.~~

~~Proposal~~Attention: ~~No.~~Mark 1Zimkind ~~- The Domestication Proposal~~

~~The~~Email: transfer of DCRD by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the amended and restated memorandum and articles of association of the Company (the “DCRD Articles”) and Cayman Islands Companies Act (as amended) and the domestication of DCRD as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta), including the adoption of the articles and bylaws of DCRD to be adopted in connection therewith (such transfer by way of continuation and domestication, including all matters necessary or ancillary in order to effect such transfer by way of continuation and domestication, the “Domestication”) was approved and adoptedmzimkind@continentalstock.com; ~~The voting results were as follows:~~

Votes For		Votes Against		Abstentions
98,750,103		3,344,275		12

•

identify yourself as the beneficial holder of the DCRD Public Shares and provide your legal name, phone number and address; and

~~Proposal~~• ~~No.~~deliver 2the -DCRD Public Shares either physically or electronically through the automated system for deposits and withdrawals of securities (“DWAC”) of The ~~Business~~Depository ~~Combination~~Trust ~~Proposal~~Company (“DTC”) to the Transfer Agent before the New Redemption Deadline. DCRD Public Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your DCRD Public Shares as described above, your shares will not be redeemed.

~~The~~Any ~~Business~~demand ~~Combination~~for ~~Agreement~~redemption, ~~dated~~once ~~September 25~~made, ~~2022 (as~~ may be ~~amended,~~withdrawn ~~supplemented~~at orany ~~otherwise~~time ~~modified~~until ~~from~~the ~~time~~New toRedemption ~~time~~Deadline and thereafter, with DCRD’s consent, until the “closing of the Business Combination. ~~Agreement”~~If ~~and~~a ~~the~~DCRD ~~transactions~~Public ~~contemplated~~Shareholder ~~thereby~~delivers, ~~collectively~~or previously delivered, ~~the~~its ~~“Business~~DCRD ~~Combination”)~~Public byShares for redemption to the Transfer Agent, and ~~among~~decides ~~DCRD~~within the required timeframe not to exercise its redemption rights, ~~Hammerhead~~such ~~Resources~~DCRD ~~Inc.~~Public Shareholder may request that the Transfer Agent return such DCRD Public Shares (~~“Hammerhead”~~physically or electronically). DCRD Public Shareholders wishing to withdraw their demand for redemption may make such request by contacting the Transfer Agent by mail at Continental Stock Transfer & Trust Company, ~~Hammerhead~~1 ~~Energy~~State ~~Inc.~~Street, an30th ~~Alberta~~Floor, ~~corporation~~New ~~and~~York, ~~wholly~~New ~~owned~~York ~~subsidiary~~10004-1561, ofAttention: ~~Hammerhead~~Mark Zimkind, or by email at mzimkind@continentalstock.com.

(“NewCo”) and 2453729 Alberta ULC (“AmalCo”), and the transactions contemplated thereby were approved and adopted. The voting results were as follows:

Votes For		Votes Against		Abstentions
27,623,812		3,314,327		1

~~Proposal~~DCRD ~~No.~~Public ~~3(a)~~Shareholders –who ~~Authorized~~previously ~~Capital~~elected ~~Proposal~~to redeem their shares and do not wish to change their election do not need to take any additional action.

A ~~provision~~copy of the ~~articles~~press ofrelease ~~Hammerhead~~is ~~Energy~~attached ~~Inc.,~~hereto as ~~survivor~~Exhibit of99.1. ~~DCRD’s~~The ~~amalgamation~~exhibit ~~with~~and ~~NewCo following~~ the ~~Domestication~~information ~~(“New~~set ~~SPAC”~~forth ~~and~~therein ~~such~~shall ~~amalgamation,~~not ~~the~~be ~~“SPAC~~deemed ~~Amalgamation”)~~ to be ~~adopted~~filed atfor ~~the~~purposes ~~effective~~of ~~time~~Section 18 of ~~Hammerhead’s amalgamation with AmalCo (~~the ~~“New~~Securities ~~SPAC~~Exchange ~~Closing~~Act ~~Articles”,~~of ~~such amalgamation~~1934, ~~the~~as ~~“Company~~amended ~~Amalgamation” and such effective time,~~ (the “~~Company~~Exchange ~~Amalgamation Effective Time~~Act”), ~~and~~or ~~the~~otherwise ~~bylaws~~be ofsubject ~~NewCo,~~to ~~which, at~~ the ~~effective~~liabilities ~~time~~ of ~~the~~that ~~SPAC Amalgamation~~section, ~~will~~nor ~~become~~shall ~~the~~it ~~bylaws~~be ofdeemed ~~New~~to ~~SPAC~~be ~~(the~~incorporated ~~“New~~by ~~SPAC~~reference ~~Closing~~in ~~Bylaws”)~~any ~~that~~filing ~~would~~under ~~change~~ the ~~authorized~~Securities ~~share~~Act ~~capital~~of ~~from the existing (i) 500~~1933,~~000,000~~ ~~DCRD~~as ~~Class A~~amended ~~ordinary shares, par value $0.0001 per share~~ (the “~~DCRD~~Securities ~~Class A Ordinary Shares~~Act”), ~~(ii) 50,000,000 DCRD Class B Ordinary Shares, and (iii) 5,000,000 preferred shares of a nominal~~ or ~~par value of $0.0001 each, to (i) an unlimited number of Class A common shares in~~ the ~~authorized~~Exchange share capital of New SPAC (“New SPAC Class A Common Shares”) and (ii) “First Preferred Shares”, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any First Preferred Shares was approved on a non-binding advisory basisAct. ~~The voting results were as follows:~~

Votes For		Votes Against		Abstentions
25,684,399		4,752,740		501,001

Legend Information

~~Proposal~~Forward-Looking ~~No.~~Statements ~~3(b) – Declassification Proposal~~

AThis ~~provision~~document ofincludes certain statements that may constitute “forward-looking statements” within the ~~New~~meaning ~~SPAC~~of ~~Closing~~Section 27A ~~Articles~~of the Securities Act and Section 21E of the ~~New~~Exchange ~~SPAC~~Act. ~~Closing~~Forward-looking ~~Bylaws~~statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” ~~declassify~~and similar expressions may identify forward-looking statements, but the ~~board~~absence of ~~directors~~these ~~with~~words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about Hammerhead’s or DCRD’s ability to effectuate the ~~result~~proposed ~~being~~Business Combination discussed in this document and other statements that ~~each~~are ~~director~~not ~~will~~historical facts. These forward-looking statements are based on information available as of the date of this document, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be ~~elected~~relied ~~annually~~upon ~~for~~as representing NewCo’s, Hammerhead’s or DCRD’s views as of any subsequent date, and none of NewCo, Hammerhead or DCRD undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a ~~term~~result of ~~one~~new ~~year~~information, ~~was~~future ~~approved~~events or otherwise, except as may be required under applicable securities laws. Neither NewCo nor DCRD gives any assurance that either NewCo or DCRD will achieve its expectations. You should not place undue reliance on athese ~~non~~forward-~~binding~~looking ~~advisory~~statements. ~~basis~~As a result of a number of known and unknown risks and uncertainties, NewCo’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. ~~The~~Some ~~voting~~factors that could cause actual results ~~were~~to asdiffer ~~follows~~include: (i) the timing to complete the proposed Business Combination by DCRD’s business combination deadline; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the proposed Business Combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against NewCo, DCRD, Hammerhead or any investigation or inquiry following announcement of the proposed Business Combination, including in connection with the proposed Business Combination; (iv) Hammerhead’s and the post-combination company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the proposed Business Combination; (v) the ability of the parties to obtain the listing of the post-combination company’s common shares and warrants on NASDAQ upon the closing of the proposed Business Combination; (vi) the risk that the proposed Business Combination disrupts current plans and operations of Hammerhead; (vii) the ability to recognize the anticipated benefits of the proposed Business Combination; (viii) unexpected costs related to the proposed Business Combination; (ix) the amount of redemptions by DCRD’s public shareholders being greater than expected; (x) the management and board composition of the post-combination company following completion of the proposed Business Combination; (xi) limited liquidity and trading of the post-combination company’s securities; (xii) geopolitical risk and changes in applicable laws or regulations; (xiii) the possibility that Hammerhead or DCRD may be adversely affected by other economic, business, and/or competitive factors; (xiv) operational risks; (xv) the possibility that the COVID-19 pandemic or another major disease disrupts Hammerhead’s business; (xvi) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Hammerhead’s resources; (xvii) the risks that the consummation of the proposed Business Combination is substantially delayed or does not occur; and (xviii) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in DCRD’s other filings with the SEC.

Votes For		Votes Against		Abstentions
27,122,813		3,314,226		501,101

Proposal No. 3(c) – Quorum Proposal

A provision of the New SPAC Closing Articles and the New SPAC Closing Bylaws that would reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least one-third of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons holding or representing not less than 25% of the shares entitled to be voted at the meeting was approved on a non-binding advisory basis. The voting results were as follows:

Votes For		Votes Against		Abstentions
26,371,425		4,065,714		501,001

Proposal No. 3(d) – Other Matters Proposal

The omission from the New SPAC Closing Articles and the New SPAC Closing Bylaws of provisions relating to the DCRD Class B Ordinary Shares; DCRD’s initial public offering; Decarbonization Plus Acquisition Sponsor IV LLC; DCRD’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; and other related matters was approved on a non-binding advisory basis. The voting results were as follows:

Votes For		Votes Against		Abstentions
27,122,812		3,314,327		501,001

~~Proposal~~Important ~~No.~~Information 4for -Investors ~~The~~and ~~Extension~~Shareholders ~~Proposal~~and Where to Find It

AnIn ~~extension~~connection ofwith the ~~date~~proposed byBusiness ~~which~~Combination, ~~DCRD~~NewCo ~~must~~filed ~~consummate~~ a ~~“Business~~registration ~~Combination”~~statement on Form F-4 (as ~~defined~~amended infrom time to time, the “Registration Statement”) that includes a proxy statement of DCRD ~~Articles~~(the “Proxy Statement”) and a prospectus of NewCo. The Registration Statement is now effective. The Proxy Statement was mailed to ~~March~~DCRD shareholders of record as of the close of business on December 1314, ~~2023~~2022 and each proposal contained therein that was presented to beDCRD’s ~~effected~~shareholders byat ~~way~~the extraordinary general meeting held on January 23, 2023 was approved. This document does not contain all of ~~amendment~~the information that should be considered concerning the proposed Business Combination and ~~restatement~~other ofmatters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. DCRD ~~Articles~~and ~~was~~NewCo ~~approved~~may also file other documents with the SEC regarding the proposed Business Combination. ~~The~~DCRD’s ~~voting~~shareholders ~~results~~and ~~were~~other interested persons are advised to read the Registration Statement, including the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as ~~follows:~~these materials contain important information about DCRD, Hammerhead, NewCo and the proposed Business Combination.

Votes For		Votes Against		Abstentions
27,623,913		3,314,215		12

DCRD shareholders and other interested persons can obtain copies of the Registration Statement, including the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC, free of charge, by DCRD and NewCo through the website maintained by the SEC at www.sec.gov.

~~Item~~No ~~9.01~~Offer ~~Financial~~or ~~Statements~~Solicitation ~~and Exhibits.~~

This document relates to a proposed business combination between Hammerhead and DCRD. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any offer, sale or exchange of securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
3.1		Second Amended and Restated Memorandum and Articles of Association of the Company
99.1		Press Release dated January 30, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DECARBONIZATION PLUS ACQUISITION CORPORATION IV
Date: January 24, 2023	By:	/s/ Peter Haskopoulos
Date: January 30, 2023	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary

Filing Compare · Decarbonization Plus Acquisition Corp IV