0001193125-22-042538.txt : 20220215 0001193125-22-042538.hdr.sgml : 20220215 20220214194752 ACCESSION NUMBER: 0001193125-22-042538 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: DAVID M. LEUSCHEN GROUP MEMBERS: DECARBONIZATION PLUS ACQUISITION SPONSOR HOLDINGS IV LLC GROUP MEMBERS: PIERRE F. LAPEYRE, JR. GROUP MEMBERS: RIVERSTONE HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Decarbonization Plus Acquisition Corp IV CENTRAL INDEX KEY: 0001848959 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92807 FILM NUMBER: 22636444 BUSINESS ADDRESS: STREET 1: 2744 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 2744 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Decarbonization Plus Acquisition Sponsor IV LLC CENTRAL INDEX KEY: 0001848961 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 712 FIFTH AVE., 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVE., 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 d320499dsc13g.htm SC 13G SC 13G

 

 

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 Securities)

G2773W103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☐  Rule 13d-1(c)

☒  Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. G2773W103

 

  1    

  Name of Reporting Persons

 

  Decarbonization Plus Acquisition Sponsor IV LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  7,698,495 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  7,698,495 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,698,495 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  19.47% (3)

12  

  Type of Reporting Person

 

  FI (Cayman Islands limited liability company)

 

(1)

The shares reported above are the Issuer’s Class B ordinary shares that are convertible into the Issuer’s Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-254259).

(2)

Does not include 12,488,255 of the Issuer’s Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 39,531,250 of the Issuer’s ordinary shares outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.

 

1


CUSIP No. G2773W103

 

  1    

  Name of Reporting Persons

 

  Decarbonization Plus Acquisition Sponsor Holdings IV LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  7,698,495 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  7,698,495 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,698,495 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  19.47% (3)

12  

  Type of Reporting Person

 

  OO (Delaware limited liability company)

 

(1)

The shares reported above are the Issuer’s Class B ordinary shares that are convertible into the Issuer’s Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-254259).

(2)

Does not include 12,488,255 of the Issuer’s Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 39,531,250 of the Issuer’s ordinary shares outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.

 

2


CUSIP No. G2773W103

 

  1    

  Name of Reporting Persons

 

  Riverstone Holdings LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  7,698,495 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  7,698,495 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,698,495 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  19.47% (3)

12  

  Type of Reporting Person

 

  OO (Delaware limited liability company)

 

(1)

The shares reported above are the Issuer’s Class B ordinary shares that are convertible into the Issuer’s Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-254259).

(2)

Does not include 12,488,255 of the Issuer’s Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 39,531,250 of the Issuer’s ordinary shares outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.

 

3


CUSIP No. G2773W103

 

  1    

  Name of Reporting Persons

 

  David M. Leuschen

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  7,698,495 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  7,698,495 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,698,495 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  19.47% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

The shares reported above are the Issuer’s Class B ordinary shares that are convertible into the Issuer’s Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-254259).

(2)

Does not include 12,488,255 of the Issuer’s Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 39,531,250 of the Issuer’s ordinary shares outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.

 

4


CUSIP No. G2773W103

 

  1    

  Name of Reporting Persons

 

  Pierre F. Lapeyre, Jr.

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  7,698,495 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  7,698,495 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,698,495 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  19.47% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

The shares reported above are the Issuer’s Class B ordinary shares that are convertible into the Issuer’s Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-254259).

(2)

Does not include 12,488,255 of the Issuer’s Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 39,531,250 of the Issuer’s ordinary shares outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.

 

5


Item 1.

 

  (a)

Name of Issuer:

Decarbonization Plus Acquisition Corporation IV (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

2744 Sand Hill Road

Menlo Park, CA 94025

 

Item 2.

 

  (a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Decarbonization Plus Acquisition Sponsor IV LLC (“Sponsor”)

Decarbonization Plus Acquisition Sponsor Holdings IV LLC (“Holdings”)

Riverstone Holdings LLC (“Riverstone”)

David M. Leuschen

Pierre F. Lapeyre, Jr.

 

  (b)

Address or Principal Business Office:

The address of each of the Reporting Persons is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019.

 

  (c)

Citizenship of each Reporting Person is:

The Sponsor is organized in the Cayman Islands. Riverstone and Holdings are organized in the State of Delaware. David M. Leuschen and Pierre F. Lapeyre, Jr. are each citizens of the United States.

 

  (d)

Title of Class of Securities:

Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”).

 

  (e)

CUSIP Number:

G2773W103

 

Item 3.

Not applicable.

 

Item 4.

Ownership.

(a)-(c)

The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2021, based upon 39,531,250 Class A Ordinary Shares outstanding as of November 15, 2021 and assumes the conversion of the Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”) of the Issuer held by the Reporting Persons into Class A Ordinary Shares on a one-to-one basis.

 

6


Reporting Person

   Amount
beneficially
owned
     Percent
of class:
    Sole
power to
vote or
to direct
the vote:
     Shared
power to
vote or to
direct the
vote:
     Sole power
to dispose
or to
direct the
disposition
of:
     Shared
power to
dispose or
to direct the
disposition
of:
 

Decarbonization Plus Acquisition Sponsors IV LLC

     7,698,495        19.47     0        7,698,495        0        7,698,495  

Decarbonization Plus Acquisition Sponsor Holdings IV LLC

     7,698,495        19.47     0        7,698,495        0        7,698,495  

Riverstone Holdings LLC

     7,698,495        19.47     0        7,698,495        0        7,698,495  

David M. Leuschen

     7,698,495        19.47     0        7,698,495        0        7,698,495  

Pierre F. Lapeyre Jr.

     7,698,495        19.47     0        7,698,495        0        7,698,495  

Sponsor is the record holder of 7,698,495 Class B Ordinary Shares. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone, which is the managing member of Holdings. Holdings is managing member of the Sponsor. As a result, each of these persons and entities may be deemed to share beneficial ownership of the shares held by Sponsor. Each such person or entity disclaims any such beneficial ownership.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

 

7


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2022     DECARBONIZATION PLUS ACQUISITION SPONSOR IV LLC
    By:  

/s/ Peter Haskopoulos

    Name:   Peter Haskopoulos
    Title:   Authorized Person
    DECARBONIZATION PLUS ACQUISITION SPONSOR HOLDINGS IV LLC
    By:  

/s/ Peter Haskopoulos

    Name:   Peter Haskopoulos
    Title:   Authorized Person
    RIVERSTONE HOLDINGS LLC
    By:  

/s/ Peter Haskopoulos

    Name:   Peter Haskopoulos
    Title:   Authorized Person
   

/s/ Peter Haskopoulos, attorney-in-fact

    David M. Leuschen
   

/s/ Peter Haskopoulos, attorney-in-fact

    Pierre F. Lapeyre, Jr.

 

8


LIST OF EXHIBITS

 

Exhibit No.

  

Description

24    Power of Attorney
99    Joint Filing Agreement.

 

9

EX-24 2 d320499dex24.htm EX-24 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.

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

  2.

execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

  3.

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

  4.

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2022.

 

DECARBONIZATION PLUS ACQUISITION SPONSOR IV LLC

/s/ Peter Haskopoulos

Name: Peter Haskopoulos
Title: Authorized Person

 

DECARBONIZATION PLUS ACQUISITION SPONSOR HOLDINGS IV LLC

/s/ Peter Haskopoulos

Name: Peter Haskopoulos
Title: Authorized Person
RIVERSTONE HOLDINGS LLC

/s/ Peter Haskopoulos

Name: Peter Haskopoulos
Title: Authorized Person
PIERRE F. LAPEYRE, JR.

/s/ Pierre F. Lapeyre, Jr.

Name: Pierre F. Lapeyre, Jr.
DAVID M. LEUSCHEN

/s/ David M. Leuschen

Name: David M. Leuschen
EX-99 3 d320499dex99.htm EX-99 EX-99

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. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G or any amendment thereto.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2022.

 

DECARBONIZATION PLUS ACQUISITION SPONSOR IV LLC
By:  

/s/ Peter Haskopoulos

Name:   Peter Haskopoulos
Title:   Authorized Person
DECARBONIZATION PLUS ACQUISITION SPONSOR HOLDINGS IV LLC
By:  

/s/ Peter Haskopoulos

Name:   Peter Haskopoulos
Title:   Authorized Person
RIVERSTONE HOLDINGS LLC
By:  

/s/ Peter Haskopoulos

Name:   Peter Haskopoulos
Title:   Authorized Person

/s/ Peter Haskopoulos, attorney-in-fact

David M. Leuschen

/s/ Peter Haskopoulos, attorney-in-fact

Pierre F. Lapeyre, Jr.