SecProbe.io

United States securities and exchange commission logo
December 2, 2022
Scott Sobie
President and Chief Executive Officer
Hammerhead Energy Inc.
Suite 2700, 525-8th Avenue SW,
Calgary, Alberta, T2P 1G1
Re:Hammerhead Energy Inc.
Amendment No. 1 to Registration Statement on Form F-4
Filed November 18, 2022
File No. 333-267830
Dear Scott Sobie:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 7, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed November 18, 2022
What are some of the positive and negative factors the DCRD Board and the Special Committee
considered..., page 10
1.We note your revised disclosure in response to prior comment 4 stating that 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 Increases in Net Working Capital) will be
meaningfully positive by 2024 at current commodity prices as of September 2022. Please
revise to clarify your definition of "meaningfully."

 FirstName LastNameScott Sobie
 Comapany NameHammerhead Energy Inc.
 December 2, 2022 Page 2
 FirstName LastName
Scott Sobie
Hammerhead Energy Inc.
December 2, 2022
Page 2
Risk Factors
New SPAC will be a "controlled company" within the meaning of the NASDAQ corporate
governance standards..., page 82
2.We note you revised your prospectus cover page to reflect that following the completion
of the business combination, the Riverstone Parties will control 58.5% of the voting power
of the outstanding New SPAC Common Shares assuming none of the DCRD Public
Shareholders elect to redeem their New SPAC Class A Common Shares that they receive
in exchange for their DCRD Class A Ordinary Shares in connection with the Business
Combination.  Please make corresponding revisions to your risk factor disclosure here.
Structure of the Business Combination, page 130
3.We note your response to prior comment 14. Please further revise your organizational
diagrams at pages 31 and 131 to include your interim, or illustrative, redemption level.
The Business Combination
Background of the Business Combination, page 140
4.We note your response to prior comment 18 and reissue in part. Please expand your
disclosure to discuss in greater detail the basis for DCRD management's and the Special
Committee's belief that the initial valuation of CAD 1.2 billion still supported an increased
valuation of CAD$1.34 billion.
Material U.S. Federal Income Tax Considerations for U.S. Holders
The Domestication and SPAC Amalgamation, page 189
5.We note your revised disclosure in response to prior comment 22 stating that, due to the
absence of clear and complete guidance regarding the treatment of amalgamations under
Canadian law for U.S. federal income tax purposes, the intended U.S. federal income tax
treatment of the Domestication and SPAC Amalgamation is not free from doubt, and
that no assurance can be given that a tax advisor will agree with your intended U.S.
federal income tax treatment of the Domestication and SPAC Amalgamation or that the
IRS would not assert, or that a court would not sustain, a contrary position. Please
elaborate on why the treatment of amalgamations under Canadian law for U.S. federal
income tax purposes is “not free from doubt,” and describe any significant legal and
factual uncertainties regarding the tax treatment of the Domestication and SPAC
Amalgamation.
Business of Hammerhead and Certain Information About Hammerhead
Summary of Corporate Reserves, page 269
6.We note your response to prior comment 32, including the expanded disclosure relating to
the material changes that occurred in the proved undeveloped reserves for the year ended
December 31, 2021.  The explanation for the changes for new reserves added as

 FirstName LastNameScott Sobie
 Comapany NameHammerhead Energy Inc.
 December 2, 2022 Page 3
 FirstName LastName
Scott Sobie
Hammerhead Energy Inc.
December 2, 2022
Page 3
extensions and discoveries indicates the overall change includes certain net quantities
resulting from the “recovery of several of the previous year’s uneconomic locations.”  We
believe that reserve additions resulting from a change in economic factors should be
classified as revisions of the previous estimates consistent with the guidance in
subparagraph (a) of FASB ASC 932-235-50-5 relating to the changes that occur in total
proved reserves.

Please revise the classifications within your reserve reconciliation and the associated
narratives accordingly.  This comment also applies to your reclassification of similar
locations included as part of the reconciliation of the changes in proved undeveloped
reserve for the year ended December 31, 2020 and total proved reserves for the years
ended December 31, 2021 and 2020.
Hammerhead Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Production, page 305
7.We note your response to prior comment 36 and reissue the comment in part.  We also
note the disclosure in the reserve reports filed as Exhibits 99.6 and 99.7 appear to indicate
the properties in the Karr and Gold Creek areas in the Province of Alberta of Western
Canada individually contain 15% or more of total proved reserves at December 31, 2021
and 2020.  Please refer to Item 1204(a) of Regulation S-K and Rule 4-10(a)(15) of
Regulation S-X and revise your disclosure accordingly.
Land Acreage, page 333
8.We note from your response to prior comment 38 you determined that you do not have
any material concentrations of expiring undeveloped acreage. We also note disclosure on
page 333 indicating your net undeveloped acreage represents a significantly large
proportion, approximately 83%, of your total net acreage as of September 30, 2022.

Please tell us the net amounts of undeveloped acreage subject to expiration during each of
the next five annual periods, the conditions necessary to retain or renew your acreage, and
the how the expiration of such acreage could impact your future development plans,
particularly any proved undeveloped locations.
Executive Compensation
Historical Compensation of Hammerhead's Executive Officers - Year Ended December 31, 2021,
page 348
9.We note your revised disclosure in footnote 2 to the Historical Compensation of
Hammerheads Executive Officers.  Please note that bonuses must be reported in the year
earned.  Please revise or advise.

 FirstName LastNameScott Sobie
 Comapany NameHammerhead Energy Inc.
 December 2, 2022 Page 4
 FirstName LastName
Scott Sobie
Hammerhead Energy Inc.
December 2, 2022
Page 4
Exhibits
10.We note you have increased the number of Class A Common Shares to be issued to
127,759,879. Please include a revised registration fee table to account for the increased
number of Class A Common Shares that you intend to issue.
            For questions regarding comments on engineering matters, you may contact John
Hodgin, Petroleum Engineer, at (202) 551-3699. You may contact Joanna Lam, Staff
Accountant, at (202) 551-3476 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-
3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Adam Givertz