SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
HAMMERHEAD ENERGY INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
Suite 2700, 525-8th Avenue SW,
Calgary, Alberta, T2P 1G1
|(Address of principal executive offices)||(Zip Code)|
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
|Class A Common Shares, without par value||The Nasdaq Stock Market LLC|
|Warrants, each whole warrant exercisable for one Class A Common Share at an exercise price of $11.50 per share||The Nasdaq Stock Market LLC|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are the Class A common shares, without par value (the Common Shares), of Hammerhead Energy Inc. (the Company) and warrants to purchase Common Shares (the Warrants). The description of the Common Shares and Warrants contained under the heading Description of New SPAC Securities in the Companys registration statement initially filed with the Securities and Exchange Commission on October 11, 2022, as amended from time to time (File No. 333-267830) (the Registration Statement), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
Item 2. Exhibits.
In accordance with the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Very truly yours,
Hammerhead Energy Inc.
/s/ Scott Sobie
|Title:||President, Chief Executive Officer and Director|
|Dated: February 23, 2023|