Mga Batayang Estadistika
| CIK | 1848959 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hammerhead Energy Inc. - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 8, 2023 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40731 Decarbonization Plus Acquisition Corporation IV (Exact name |
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| February 27, 2023 |
EX-99.1 Exhibit 99.1 Hammerhead Resources Completes Business Combination with Decarbonization Plus Acquisition Corporation IV to Form Hammerhead Energy • Hammerhead is expected to be dually listed on the NASDAQ and TSX, with its Class A common shares to commence trading on both exchanges under the ticker symbol ”HHRS” • Hammerhead is a Canadian oil and gas exploration and production company develo |
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| February 27, 2023 |
EX-4.1 Exhibit 4.1 WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT HAMMERHEAD ENERGY INC., DECARBONIZATION PLUS ACQUISITION CORPORATION IV, CONTINENTAL STOCK TRANSFER & TRUST COMPANY, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated February 21, 2023 This Assignment and Assumption Agreement (the “Agreement”) is entered into as of February 21, 2023 (the “Effective Date”), by and among Dec |
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| February 27, 2023 |
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): February 21, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Canada 001-40731 98-1585724 (State or other jurisdiction of in |
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| February 14, 2023 |
SC 13G/A 1 tm233474-10sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Decarbonization Plus Acquisition Corp IV (Name of Issuer) Class A Ordinary Shares, par value $0.0 |
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| February 14, 2023 |
SC 13G 1 dcrd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Decarbonization Plus Acquisition Corp IV (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2773W103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen |
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| February 9, 2023 |
SC 13G/A 1 p23-0389sc13ga.htm DECARBONIZATION PLUS ACQUISITION CORPORATION IV SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Decarbonization Plus Acquisition Corporation IV (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2773W103 (CUSIP Number) December 31, 2 |
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| January 30, 2023 |
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 30, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 30, 2023 |
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 30, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 30, 2023 |
EX-99.1 Exhibit 99.1 Decarbonization Plus Acquisition Corporation IV Reopens Redemption Period and Reminds Shareholders How to Withdraw Prior Redemption Requests Menlo Park, CA (January 30, 2023) – Decarbonization Plus Acquisition Corporation IV (NASDAQ: DCRD) (“DCRD”), a publicly-traded special purpose acquisition company, is reopening the period during which holders of DCRD’s Class A ordinary sh |
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| January 30, 2023 |
425 Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 Decarbonization Plus Acquisition Corporation IV Reopens Redemption Period and Reminds Shareholders How to Withdraw Prior Redemption |
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| January 30, 2023 |
425 Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF T |
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| January 25, 2023 |
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 23, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 25, 2023 |
Second Amended and Restated Memorandum and Articles of Association of the Company EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION IV (ADOPTED BY SPECIAL RESOLUTION DATED JANUARY 23, 2023) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION IV (A |
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| January 18, 2023 |
Filed by Hammerhead Energy Inc. Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 18, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 18, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 18, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| January 18, 2023 |
425 1 d284510d425.htm 425 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 16, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 ( |
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| January 18, 2023 |
Exhibit 99.1 LEADING, Corporate Presentation January 2023 IMPORTANT INFORMATION CONCERNING THIS PRESENTATION This presentation is provided for informational purposes only as of the date hereof, is not complete, new information, future events or otherwise, except as may be required under applicable securities contemplated; the estimates of Hammerhead's reserves and contingent resource volumes and t |
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| January 18, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE S |
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| January 18, 2023 |
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 16, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 18, 2023 |
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 18, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 17, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 Hammerhead Resources Inc. Announces Production Results for 2022, Expanded Credit Facility, Operational Update and Business Combination |
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| January 17, 2023 |
Exhibit 99.1 Hammerhead Resources Inc. Announces Production Results for 2022, Expanded Credit Facility, Operational Update and Business Combination Update CALGARY, ALBERTA – January 17, 2023 – Hammerhead Resources Inc. (“Hammerhead” or the “Company”) announces record operating results in 2022 with annual average production of 32,100 boe/d (approx. 43% liquids), representing 15% growth over 2021. I |
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| January 17, 2023 |
425 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 17, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdi |
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| January 17, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 17, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdictio |
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| January 17, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| January 12, 2023 |
Filed by Decarbonization Plus Acquisition Corporation IV Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No. |
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| January 12, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 Decarbonization Plus Acquisition Corporation IV Reminds Shareholders to Vote in Favor of Proposed Business Combination with Hammerhead |
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| January 12, 2023 |
Filed by Decarbonization Plus Acquisition Corporation IV Filed by Decarbonization Plus Acquisition Corporation IV Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No. |
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| January 12, 2023 |
Filed by Hammerhead Energy Inc. Filed by Hammerhead Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 The following communications were made available on January 12, 2023 by Decarbonization Plus Acquisition Corporation IV (“DCRD”) on its |
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| January 3, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI |
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| January 3, 2023 |
Exhibit 99.1 Decarbonization Plus Acquisition Corporation IV and Hammerhead Announce Filing of Definitive Proxy Statement and the January 23, 2023 Shareholders? Meeting to Approve Proposed Business Combination Menlo Park, CA and Calgary, AB (January 3, 2023) ? Decarbonization Plus Acquisition Corporation IV (NASDAQ: DCRD, DCRDW, DCRDU) (?DCRD?), a publicly-traded special purpose acquisition compan |
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| January 3, 2023 |
425 1 d433987d425.htm 425 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 3, 2023 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (S |
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| January 3, 2023 |
Financial Statements and Exhibits, Other Events 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 3, 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 |
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| January 3, 2023 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 Decarbonization Plus Acquisition Corporation IV and Hammerhead Announce Filing of Definitive Proxy Statement and the January 23, 2023 Shareho |
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| December 30, 2022 |
DEFM14A 1 d261388ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40731 Decar |
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| October 4, 2022 |
Filed by Hammerhead Energy Inc. 425 1 d395942d425.htm 425 Filed by Hammerhead Energy Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 DCRB DCRN+ DCRC+ D’CRD* WHAT IS DECARBONIZATION PLUS ACQUISITION CORPORATION IV? Decarbonization Plus Acquisition C |
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| October 4, 2022 |
Filed by Decarbonization Plus Acquisition Corporation IV 425 1 d393866d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation IV Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 FREQUENTLY ASKED QUESTIONS DCRD WHAT IS DECARBONIZATION PLUS ACQUISITION CORPORATION IV? D |
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| September 26, 2022 |
Exhibit 10.5 Execution Version September 25, 2022 Riverstone Global Energy and Power Fund V (Cayman), L.P. Riverstone V CIOC LP c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 Riverstone V Investment Management Co?peratief U.A. Riverstone V REL Hammerhead B.V. Herengracht 450 1017 CA Amsterdam The Netherlands Ladies and Gentlemen: Reference is made to the support agreem |
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| September 26, 2022 |
Exhibit 10.2 Execution Version September 25, 2022 Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road Menlo Park, CA Hammerhead Resources Inc. 2700, 525-8th Avenue SW Calgary, Alberta T2P 1G1 Re: Sponsor Letter Ladies and Gentlemen: This letter (this ?Sponsor Letter?) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by a |
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| September 26, 2022 |
425 1 d363842d425.htm 425 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): September 25, 2022 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 |
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| September 26, 2022 |
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): September 25, 2022 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or incorporation o |
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| September 26, 2022 |
Exhibit 10.4 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of September 25, 2022 (the ?Effective Date?) to the Letter Agreement (as defined below) is entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (?SPAC?), Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company |
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| September 26, 2022 |
Exhibit 99.1 Hammerhead Resources Inc. and Decarbonization Plus Acquisition Corporation IV Announce C$1.39 billion Business Combination; Combined Company to be Listed on Nasdaq ? Transaction to form a publicly traded upstream oil and gas company with a path toward achieving net zero emissions on a Scope 1 and Scope 2 basis by 2030 ? Combined company to advance its differentiated carbon capture and |
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| September 26, 2022 |
Riverstone Energy Limited REL Portfolio Companies, Hammerhead and DCRD to merge Filed by Hammerhead Energy Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 Riverstone Energy Limited REL Portfolio Companies, Hammerhead and DCRD to merge London, UK (26 September 2022). Riverstone Energy Limited (?R |
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| September 26, 2022 |
Execution Version Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among DECARBONIZATION PLUS ACQUISITION CORPORATION IV, HAMMERHEAD RESOURCES INC., HAMMERHEAD ENERGY INC. and 2453729 ALBERTA ULC Dated as of September 25, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 5 SECTION 1.01 Certain Definitions 5 SECTION 1.02 Further Definitions 25 SECTION 1.03 Construction 27 ARTICLE II THE ARRANGEMEN |
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| September 26, 2022 |
Form of Hammerhead Shareholder Support Agreement. Exhibit 10.3 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT is made effective as of September 25, 2022 BETWEEN: DECARBONIZATION PLUS ACQUISITION CORPORATION IV, a Cayman Islands exempted company (?SPAC?) - and ? HAMMERHEAD RESOURCES INC., an Alberta corporation (the ?Company?) - and ? [SECURITYHOLDER] (the ?Securityholder?) WHEREAS concurrently with the execution and delivery of this Agreement, SPAC, th |
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| September 26, 2022 |
425 1 d328760d425.htm 425 Filed by Hammerhead Energy Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION |
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| September 26, 2022 |
Filed by Hammerhead Energy Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No.: 001-40731 Hammerhead Resources Inc. and Decarbonization Plus Acquisition Corporation IV Announce C$1.39 billion Business Combination; Combined Company |
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| September 26, 2022 |
Riverstone Energy Limited REL Portfolio Companies, Hammerhead and DCRD to merge Filed by Decarbonization Plus Acquisition Corporation IV Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation IV Commission File No. |
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| September 26, 2022 |
Exhibit 10.1 LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made and entered into as of [ ], 2022, by and among the Lock-Up Shareholders (as defined in the Business Combination Agreement) (each, a ?Lock-Up Party? and, collectively, the ?Lock-Up Parties?) and Hammerhead Energy Inc., an Alberta corporation (such entity, following the Business Combination (as defined below), the ?Comp |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40731 Decarboniz |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40731 Decarboni |
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| March 29, 2022 |
Description of Securities of Decarbonization Plus Acquisition Corporation IV Exhibit 4.5 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), as of March 29, 2022 and provisions of our amended and restated memorandum and articles of association. The summary is subject to and qualified in its entirely by reference to the amended and re |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40731 Decarbonization |
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| March 15, 2022 |
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): March 8, 2022 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdiction o |
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| February 15, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Decarbonization Plus Acquisition Corporation IV (Name of Issuer) Class A Ordinary Shares (Title of Class of Securi |
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| February 15, 2022 |
EX-24 Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Peter Haskopoulos of Decarbonization Plus Acquisition Sponsor IV LLC (the “Company), as the undersigned’s true and lawful attorney-in-fact to: 1. |
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| February 15, 2022 |
Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G or any amendment thereto with respect to the ordinary shares beneficially owned by each of them of Decarbonization Plus Acquisition Corporation IV. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Decarbonization Plus Acquisition Corp IV (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Cla |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarbonization Plus Acquisition Corpor |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarbonization Plus Acq |
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| October 4, 2021 |
10-Q 1 dcrd-10q20210630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarboniza |
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| October 1, 2021 |
Exhibit 99.1 Decarbonization Plus Acquisition Corporation IV Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing October 1, 2021 MENLO PARK?October 1, 2021?Decarbonization Plus Acquisition Corporation IV (NASDAQ: DCRDU) (the ?Company?) announced that, commencing October 1, 2021, holders of the units sold in the Company?s initial public offering may elect to separ |
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| October 1, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 dcrd-8k20211001.htm 8-K - UNIT SEPARATION PR 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): October 1, 2021 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Island |
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| September 24, 2021 |
SEC FILE NUMBER 001-40731 CUSIP NUMBER G2773W 103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 23, 2021 |
EX-99.1 2 tm2125687d1ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursua |
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| August 23, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Decarbonization Plus Acquisition Corporation IV (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2773W129** (CUSIP Number) August 13, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate |
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| August 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Decarbonization Plus Acquisition Corporation IV (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Sec |
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| August 19, 2021 |
DECARBONIZATION PLUS ACQUISITION CORPORATION IV FINANCIAL STATEMENT DECARBONIZATION PLUS ACQUISITION CORPORATION IV FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 13, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Decarbonization Plus Acquisition Corporation IV: Opinion on the Financial Statement We have audited the accompanying balance sheet of Decarbonization Plus Acquisition Corporation IV (the "Company") as of August 13, 2021, and the related notes (collectively referred to as the "financial statement"). |
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| August 19, 2021 |
Financial Statements and Exhibits, Other Events 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): August 13, 2021 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-1585724 (State or other jurisdiction |
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| August 13, 2021 |
8-K 1 decarbiv-8k20210810.htm 8-K 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): August 10, 2021 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40731 98-15 |
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| August 13, 2021 |
Exhibit 10.4 DECARBONIZATION PLUS ACQUISITION CORPORATION IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 August 10, 2021 Riverstone Equity Partners LP 712 Fifth Avenue, 36th Floor New York, NY 10019 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Decarbonization Plus Acquisition Corporation IV (the ?Company?) and Riverstone Equity Partners LP |
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| August 13, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of August 10, 2021 by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statemen |
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| August 13, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 10, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of August 10, 2021, is by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer |
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| August 13, 2021 |
Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Decarbonization Plus Acquisition Corporation IV (ADOPTED BY SPECIAL RESOLUTION DATED 10 AUGUST 2021) Filed: 10-Aug-2021 15:50 EST www.verify.gov.ky File#: 371997 Auth Code: H38607317851 THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASS |
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| August 13, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 10, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the ?Company?), and each of the parties set forth on the signature page hereto under ? |
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| August 13, 2021 |
Exhibit 10.1 August 10, 2021 Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cay |
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| August 13, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 10, 2021 is made and entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the ?Company?), Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties |
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| August 12, 2021 |
$275,000,000 Decarbonization Plus Acquisition Corporation IV 27,500,000 Units 424B4 1 decarbiv-424b4.htm 424B4 PROSPECTUSFiled Pursuant to Rule 424(b)(4) Registration No. 333-254259 $275,000,000 Decarbonization Plus Acquisition Corporation IV 27,500,000 Units Decarbonization Plus Acquisition Corporation IV is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, s |
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| August 10, 2021 |
8-A12B 1 decarbiv-8a20210715.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DECARBONIZATION PLUS ACQUISITION CORPORATION IV (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1585724 (State or other jurisdicti |
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| August 6, 2021 |
* * * [Signature Page Follows] August 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 6, 2021 |
Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (212) 993-0076 August 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 30, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Decarbonization Plus Acquisition Corporation IV (ADOPTED BY SPECIAL RESOLUTION DATED [●]) THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Decarbonization Plus Acquisition Corporation IV (ADOPTED BY SPECIAL RESOLUTION DATED |
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| July 30, 2021 |
S-1/A 1 decarbiv-s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 29, 2021. Registration No. 333-254259 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation IV (Exact Name of Registrant as Specified in its Charter) Cayman |
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| July 30, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a |
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| July 30, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on F |
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| July 30, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and each of the parties set forth on the signature page hereto under “Purcha |
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| July 30, 2021 |
Form of Letter Agreement among the Registrant and its officers and directors and sponsor.* EX-10.2 8 decarbiv-ex10285.htm EX-10.2 Exhibit 10.2 [●], 2021 Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Decarbonization Plus |
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| July 30, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 [●] Units Decarbonization Plus Acquisition Corporation IV UNDERWRITING AGREEMENT [●], 2021 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters Ladies and Gentlemen: Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted |
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| July 30, 2021 |
Exhibit 4.1 [Form of Unit Certificate] NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] DECARBONIZATION PLUS ACQUISITION CORPORATION IV UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 pe |
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| July 20, 2021 |
CORRESP 1 filename1.htm Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (212) 993-0076 July 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Todd Schiffman Re: Withdrawal of Acceleration Request Registration Statement on Form S-1 (File No. |
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| July 16, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm July 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Decarbonization Plus Acquisition Corp IV Registration Statement on Form S-1 Filed June 29, 2021, as amended File No. 333-254259 Dear Mr. Schiffman: Pursuant to Rule 461 of the General Rules and Regul |
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| July 16, 2021 |
CORRESP 1 filename1.htm Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (212) 993-0076 July 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Todd Schiffman Re: Decarbonization Plus Acquisition Corporation IV Form S-1 Registration Statement |
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| July 14, 2021 |
CORRESP 1 filename1.htm Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (212) 993-0076 July 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Todd Schiffman Re: Withdrawal of Acceleration Request Registration Statement on Form S-1 (File No. |
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| July 13, 2021 |
CORRESP 1 filename1.htm Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (212) 993-0076 July 13, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Todd Schiffman Re: Decarbonization Plus Acquisition Corporation IV Form S-1 Registration Statement |
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| July 13, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm July 13, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Decarbonization Plus Acquisition Corp IV Registration Statement on Form S-1 Filed June 29, 2021, as amended File No. 333-254259 Dear Mr. Schiffman: Pursuant to Rule 461 of the General Rules and Regul |
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| June 30, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 29, 2021. Registration No. 333-254259 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation IV (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1585724 (State |
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| June 29, 2021 |
Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 June 29, 2021 Office of Finance United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 7, 2021 |
Specimen Class A Ordinary Shares Certificate.* EX-4.2 5 decarbiv-ex4217.htm EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] DECARBONIZATION PLUS ACQUISITION CORPORATION IV INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A ORDINARY SHARES OF DECARBONIZATION PLUS ACQUIS |
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| April 7, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 [●] Units Decarbonization Plus Acquisition Corporation IV UNDERWRITING AGREEMENT [●], 2021 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters Ladies and Gentlemen: Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted |
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| April 7, 2021 |
Specimen Warrant Certificate.* Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DECARBONIZATION PLUS ACQUISITION CORPORATION IV Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or register |
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| April 7, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a |
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| April 7, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on F |
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| April 7, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and each of the parties set forth on the signature page hereto under “Purcha |
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| April 7, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Decarbonization Plus Acquisition Corporation IV (ADOPTED BY SPECIAL RESOLUTION DATED [●]) THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Decarbonization Plus Acquisition Corporation IV (ADOPTED BY SPECIAL RESOLUTION DATED |
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| April 7, 2021 |
Form of Administrative Support Agreement between the Registrant and sponsor.* Exhibit 10.8 DECARBONIZATION PLUS ACQUISITION CORPORATION IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 [?], 2021 Riverstone Equity Partners LP 712 Fifth Avenue, 36th Floor New York, NY 10019 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Decarbonization Plus Acquisition Corporation IV (the ?Company?) and Riverstone Equity Partners LP (?Riv |
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| April 7, 2021 |
Form of Registration Rights Agreement among the Registrant, sponsor and other parties thereto.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 is made and entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties liste |
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| April 7, 2021 |
EX-4.1 4 decarbiv-ex4120.htm EX-4.1 Exhibit 4.1 [Form of Unit Certificate] NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] DECARBONIZATION PLUS ACQUISITION CORPORATION IV UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A |
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| April 7, 2021 |
Form of Indemnification Agreement.* Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between DECARBONIZATION PLUS ACQUISITION CORPORATION IV, a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are |
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| April 7, 2021 |
S-1/A 1 decarbiv-s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on April 7, 2021. Registration No. 333-254259 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation IV (Exact name of registrant as specified in its charter) Cayman |
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| April 7, 2021 |
Form of Letter Agreement among the Registrant and its officers and directors and sponsor.* Exhibit 10.2 [?], 2021 Decarbonization Plus Acquisition Corporation IV 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Is |
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| March 15, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Consent of Pierre Lapeyre, Jr.** Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Consent of Jeffrey H. Tepper.** Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Promissory Note, dated February 24, 2021, issued to sponsor by the Registrant.** Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 15, 2021 |
Consent of James AC McDermott.** Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Consent of Dr. Jennifer Aaker.** Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Power of Attorney (included on signature page of this Registration Statement).** S-1 1 decarbiv-s1.htm S-1 As filed with the U.S. Securities and Exchange Commission on March 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation IV (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1585724 (Sta |
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| March 15, 2021 |
Memorandum and Articles of Association of the Registrant.** EX-3.1 2 decarbiv-ex3155.htm EX-3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION IV US 7828903v.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION IV 1. The name of the company is Decarbonization Plus Acquisition Corporation IV (the |
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| March 15, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
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| March 15, 2021 |
Securities Subscription Agreement, dated February 24, 2021, between the Registrant and sponsor.** Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of February 24, 2021, is made and entered into by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (the “Buyer”). RECITALS |
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| March 15, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation IV of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of |
