Correspondence 0001193125-22-311615 from Hammerhead Energy Inc. (CIK 0001946425)
Hammerhead Energy Inc. (CIK 0001946425)
Date: Dec. 23, 2022 · CIK: 0001946425 · Accession: 0001193125-22-311615
AI Filing Summary & Sentiment
File numbers found in text: 333-267830
Referenced dates: December 22, 2022
Letter
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
December 23,
Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Hammerhead Energy Inc.
Amendment No. 3 to Registration Statement on Form F-4
Filed December 21, 2022
File No. 333-267830
Ladies and Gentlemen:
On behalf of Hammerhead Energy Inc. (the “Company”), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 22, 2022, with respect to Amendment No. 3 to the Registration Statement on Form F-4, File No. 333-267830, filed with the Commission on December 21, 2022 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 4 unless otherwise specified. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Amendment No. 4.
Amendment No. 3 to Registration Statement on Form F-4 filed December 21, 2022
Material Canadian Tax Considerations, page 203
1. Please revise your Canadian tax discussion to clarify that the discussion in the prospectus constitutes counsel’s opinion and name counsel. In addition, clearly identify and articulate the opinion being rendered. For guidance, refer to Sections III.B.2 and III.C.2 of Staff Legal Bulletin 19.
RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 203 of Amendment No. 4.
Securities and Exchange Commission
December 23, 2022
Page 2
Exhibits
2. Please have counsel revise Exhibit 5.1 to opine as to the due authorization of the New SPAC Warrants and Warrant Transaction Documents and remove the assumptions in clauses (m) and (p). It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that counsel has revised Exhibit 5.1 of Amendment No. 4.
3. Please have counsel revise Exhibit 5.2 to clarify that the company is registering 30,050,000 warrants.
RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that counsel has revised Exhibit 5.2 of Amendment No. 4.
* * * * *
Securities and Exchange Commission
December 23, 2022
Page 3
We appreciate the Staff’s assistance in reviewing this response letter and the Registration Statement. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, to the undersigned at (212) 373-3224.
Very truly yours,
/s/ Adam M. Givertz
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CORRESP
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
December 23,
2022
Division of Corporation Finance
Office of
Energy & Transportation
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re:
Hammerhead Energy Inc.
Amendment No. 3 to Registration Statement on Form F-4
Filed December 21, 2022
File No. 333-267830
Ladies and Gentlemen:
On behalf of Hammerhead
Energy Inc. (the “Company”), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 22,
2022, with respect to Amendment No. 3 to the Registration Statement on Form F-4, File No. 333-267830, filed with the Commission on December 21, 2022 (the
“Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to Amendment No. 4 unless otherwise specified. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Amendment No. 4.
Amendment No. 3 to Registration Statement on Form F-4 filed December 21, 2022
Material Canadian Tax Considerations, page 203
1.
Please revise your Canadian tax discussion to clarify that the discussion in the prospectus constitutes
counsel’s opinion and name counsel. In addition, clearly identify and articulate the opinion being rendered. For guidance, refer to Sections III.B.2 and III.C.2 of Staff Legal Bulletin 19.
RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on
page 203 of Amendment No. 4.
Securities and Exchange Commission
December 23, 2022
Page 2
Exhibits
2.
Please have counsel revise Exhibit 5.1 to opine as to the due authorization of the New SPAC Warrants and
Warrant Transaction Documents and remove the assumptions in clauses (m) and (p). It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of
Staff Legal Bulletin No. 19.
RESPONSE: In response to the Staff’s comment, the Company
respectfully advises the Staff that counsel has revised Exhibit 5.1 of Amendment No. 4.
3.
Please have counsel revise Exhibit 5.2 to clarify that the company is registering 30,050,000
warrants.
RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff
that counsel has revised Exhibit 5.2 of Amendment No. 4.
* * * *
*
Securities and Exchange Commission
December 23, 2022
Page 3
We appreciate the Staff’s assistance in reviewing this response letter and the
Registration Statement. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, to the undersigned at (212) 373-3224.
Very truly yours,
/s/ Adam M. Givertz
cc:
Liz Packebusch
Karina Dorin
John Hodgin
Joanna Lam
Raj Rajan
Securities and Exchange Commission
Scott Sobie
Hammerhead
Energy Inc.
Peter Haskopoulos
Decarbonization Plus Acquisition Corporation IV
E. Ramey Layne
Vinson & Elkins L.L.P.
Bill Maslechko
Burnet,
Duckworth & Palmer LLP
Ian M. Hazlett
Paul, Weiss, Rifkind, Wharton & Garrison LLP