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United States securities and exchange commission logo
May 9, 2023
Adam M. Givertz
Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Re:Hammerhead Energy Inc.
Schedule TO-I filed April 28, 2023
File No. 005-94006
Dear Adam M. Givertz:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond.  If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Capitalized terms not defined herein have the meaning ascribed to them in the Offer to Purchase.
Schedule TO-I filed April 28, 2023
General
1.Please disclose prominently the fact that the Offer's $1.00 Purchase Price falls
significantly below the lower end of VRC's fair market value range for both the Public
Warrants and the Private Placement Warrants.
2.We note the following disclosure on page 4:  "Hammerhead believes that the purchase of
Warrants through the Offer will not cause the remaining Warrants to be de-listed from
Nasdaq or the TSX, provided that Hammerhead continues to be in compliance with the
public distribution requirements for such Warrants on the Nasdaq and the TSX,
respectively."  We also note conditions (m) and (q) on page 15, which suggest that the
Offer will fail if completion of the Offer and the purchase of the Warrants might cause
delisting or deregistration of the Warrants.  In a more straightforward manner, please
disclose whether or not there is a risk that the Offer will lead to the delisting or
deregistration of the Warrants.  To the extent that such risk exists, please provide a legal

 FirstName LastNameAdam M. Givertz
 Comapany NamePaul, Weiss, Rifkind, Wharton & Garrison LLP
 May 9, 2023 Page 2
 FirstName LastName
Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
May 9, 2023
Page 2
analysis as to why Rule 13e-3 is inapplicable to the transaction, or, alternatively, please
file a Schedule 13E-3.
Conditions of the Offer, page 13
3.We note condition (c)(iii) on page 13, which refers to there having occurred "any actual or
potential existence, occurrence or continuation of any force majeure events, including any
earthquakes, floods, hurricanes, a natural disaster, pandemic, outbreak, epidemic, or the
commencement of a war, armed hostilities, act of terrorism, political instability or other
international, national or regional calamity, crisis, emergency, act of God or any
governmental or other response to any of the foregoing, directly or indirectly involving or
affecting Canada, the United States or any other region where the Corporation maintains
significant business activities."  Such broad drafting, which would appear to provide
Hammerhead with an essentially unlimited ability to invoke the condition and terminate
the Offer, raises concerns that the Offer is illusory.  Please revise to more narrowly tailor
this condition, or advise.
4.We note condition (c)(viii), which refers to there having occurred "any significant, in the
reasonable judgment of the Corporation, decrease or increase in the market price of the
Warrants after the close of business on April 27, 2023."  Please disclose more
specifically what would constitute a "significant" decrease or increase.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions