Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-16(i)(1) and 0-11.

The Charter Proposals — To consider and vote upon, on a non-binding advisory basis, three separate proposals to amend the certificate of incorporation of Parent, effective following the Business Combination, (i) to approve the name “Granite Ridge Resources, Inc.” for Parent, to provide for a single class of common stock of Parent, and to remove provisions in the ENPC certificate of incorporation that will not be applicable to Parent following the Business Combination; (ii) to allow for stockholders of Parent to take action by written consent under certain conditions; and (iii) to exempt certain entities affiliated with Grey Rock from the restrictions of Section 203 of the DGCL (such proposals taken together, the “Charter Proposals”). A copy of the amended and restated certificate of incorporation of Parent is attached to the accompanying proxy statement/prospectus as Annex B.

The Incentive Plan Proposal — To approve and adopt the Parent 2022 Omnibus Incentive Plan (an equity-based incentive plan), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Incentive Plan Proposal”).

The Adjournment Proposal — To adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes received to pass the resolution to approve the Business Combination Proposal (the “Adjournment Proposal”).

The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);

The Charter Proposals — to consider and vote upon, on an non-binding advisory basis, three separate proposals to amend the certificate of incorporation of Parent, effective following the Business Combination, (i) to approve the name “Granite Ridge Resources, Inc.” for Parent, to provide for a single class of common stock of Parent, and to remove provisions in the ENPC certificate of incorporation that will not be applicable to Parent following the Business Combination; (ii) to allow for stockholders of Parent to take action by written consent under certain conditions; and (iii) to exempt certain entities affiliated with Grey Rock from the restrictions of Section 203 of the DGCL. A copy of the amended and restated certificate of incorporation of Parent is attached to the accompanying proxy statement/prospectus as Annex B (Proposal No. 2); and

The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the Parent 2022 Omnibus Incentive Plan (an equity-based incentive plan), which we refer to as the Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (Proposal No. 3); and

The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal (Proposal No. 4).

FREQUENTLY USED TERMS

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

SUMMARY HISTORICAL FINANCIAL INFORMATION OF ENPC

SUMMARY HISTORICAL CONDENSED COMBINED FINANCIAL INFORMATION OF FUND III

SUMMARY HISTORICAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF FUND I

SUMMARY HISTORICAL CONDENSED COMBINED FINANCIAL INFORMATION OF FUND II

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

SUMMARY HISTORICAL RESERVE DATA OF THE FUNDS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

SPECIAL MEETING OF ENPC STOCKHOLDERS

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

PROPOSAL NO. 2 — THE CHARTER PROPOSALS

PROPOSAL NO. 3 — THE INCENTIVE PLAN PROPOSAL

PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

COMPARISON OF STOCKHOLDERS’ RIGHTS

INFORMATION ABOUT ENPC

ENPC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BUSINESS OF GREY ROCK

PROPERTIES OF GREY ROCK

GREY ROCK’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE COMPENSATION

MANAGEMENT OF PARENT FOLLOWING THE BUSINESS COMBINATION

DESCRIPTION OF PARENT CAPITAL STOCK

BENEFICIAL OWNERSHIP OF SECURITIES

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INFORMATION ON SECURITIES AND DIVIDENDS

LEGAL MATTERS

EXPERTS

APPRAISAL RIGHTS

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

TRANSFER AGENT AND REGISTRAR

SUBMISSION OF STOCKHOLDER PROPOSALS

STOCKHOLDER PROPOSALS

OTHER STOCKHOLDER COMMUNICATIONS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

ANNEX A:

BUSINESS COMBINATION AGREEMENT

ANNEX B:

FORM OF AMENDED AND RESTATED CHARTER OF PARENT

ANNEX C:

PARENT OMNIBUS 2022 INCENTIVE PLAN

ANNEX D:

SPONSOR AGREEMENT

ANNEX E:

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

ANNEX F:

MANAGEMENT SERVICES AGREEMENT

ANNEX G:

RESERVE REPORT OF FUND I AS OF DECEMBER 31, 2021

ANNEX H:

RESERVE REPORT OF FUND II AS OF DECEMBER 31, 2021

ANNEX I:

RESERVE REPORT OF FUND III AS OF DECEMBER 31, 2021

ANNEX J:

GLOSSARY OF OIL AND NATURAL GAS TERMS

ANNEX K:

OPINION OF STEPHENS INC.

Why are ENPC and Grey Rock proposing to enter into the Business Combination?

ENPC is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of ENPC’s search for a business combination partner, ENPC investigated the potential acquisition of many entities in various industries and concluded that Grey Rock was the best candidate for a business combination with ENPC. For more details on ENPC’s search for a business combination partner and the Board’s reasons for selecting Grey Rock as ENPC’s business combination partner, see the sections entitled “Proposal No. 1 — The Business Combination — Background to the Business Combination” and “Proposal No. 1 — The Business Combination — The ENPC Board of Directors’ Reasons for the Approval of the Business Combination.”

Why am I receiving this proxy statement/prospectus?

Our stockholders are being asked to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement, among other proposals. We have entered into the Business Combination Agreement by and among ENPC, Parent, ENPC Merger Sub, GREP Merger Sub, and GREP, which provides for (i) ENPC Merger Sub to be merged with and into ENPC with ENPC being the surviving corporation in the merger and a wholly-owned subsidiary of Parent and (ii) GREP Merger Sub to be merged with and into GREP with GREP being the surviving limited liability company in the merger and a wholly-owned subsidiary of Parent. The aggregate consideration to be paid in the Transactions to the direct or indirect owners of GREP will consist of 130.0 million shares of Parent’s common stock. The number of shares of the equity consideration was determined based on a $10.00 per share value for Parent’s common stock.

What is being voted on at the special meeting?

Our stockholders are being asked to vote on the following proposals:

The Business Combination Proposal — A proposal to approve and adopt the Business Combination and the Business Combination Agreement;

The Charter Proposals — Three separate proposals to approve, on a non-binding advisory basis, material differences between the Amended and Restated Certificate of Incorporation of Parent that will be in effect upon the closing of the Business Combination and ENPC’s current amended and restated certificate of incorporation;

The Incentive Plan Proposal — A proposal to adopt the Incentive Plan; and

The Adjournment Proposal — A proposal to approve the adjournment of the special meeting to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal and the Incentive Plan Proposal.

Are the proposals conditioned on one another?

The Business Combination Proposal is not conditioned on the approval of any other proposal. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. Neither the Charter Proposals nor the Adjournment Proposal are conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate a business combination or amend the ENPC certificate of incorporation by stockholder approval by December 18, 2022, we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to our public stockholders.

Why are we proposing the Charter Proposals?

We are requesting that our stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain provisions contained in the amendment to the certificate of incorporation of Parent that materially

Why is ENPC providing stockholders with the opportunity to vote on the Business Combination?

Our charter requires that we provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to provide our public stockholders with the opportunity to redeem their public shares in connection with the closing of the Transactions.

What will happen in the Business Combination?

At the closing, (i) ENPC Merger Sub will merge with and into ENPC, with ENPC being the surviving corporation in the merger and a wholly-owned subsidiary of Parent and (ii) GREP Merger Sub will merge with and into GREP, with GREP being the surviving company in the merger and a wholly-owned subsidiary of Parent. Upon consummation of the Business Combination, Parent will become the public company and the name of the public company will be Granite Ridge Resources, Inc. Each public stockholder’s ENPC common stock and ENPC warrants will be automatically converted into an equivalent number of shares of Parent common stock and Parent warrants as a result of the Transactions. 495,357 shares of ENPC Class F common stock will be converted to 1,238,393 shares of ENPC Class A common stock (of which 371,518 of those shares shall, upon conversion to Parent common stock, be subject to certain vesting and forfeiture provisions), the remaining shares of ENPC Class F common stock outstanding and all other ENPC Class A common stock held by the Sponsor and directors of ENPC will be automatically cancelled for no consideration, and all ENPC Class B common stock outstanding, ENPC private placement warrants and ENPC working capital warrants will be deemed transferred to ENPC and will be surrendered and forfeited for no consideration. Following the ENPC Class F Conversion, the Sponsor Share Cancellation, the ENPC Class B Contribution and the CAPS^TM Separation, each share of ENPC Class A common stock outstanding will be automatically converted into one share of Parent common stock. The aggregate consideration to be paid in the Transactions to the Existing GREP Members will consist of 130.0 million shares of Parent common stock.

What equity stake will current ENPC stockholders and Existing GREP Members hold in Parent after the closing?

The following table summarizes the pro forma equity ownership in Parent common stock immediately following the Business Combination under five redemption scenarios. For additional information, see the sections entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on Parent’s Public Float” and “Summary Unaudited Pro Forma Condensed Combined Financial Information.”

ENPC public stockholders

Sponsor and independent directors⁽³⁾

Existing GREP Members

Total

Based on an aggregate of 172,266,875 shares of Parent common stock (excluding the SPAC Vesting Shares), which will be issued as consideration in the Transactions and does not take into account the dilutive effects of (i) the exercise of approximately 10,350,000 public warrants to purchase Parent’s common stock that will be outstanding following the Business Combination, (ii) any equity awards that may be issued under the proposed Incentive Plan following the Business Combination or (iii) the unvested SPAC Vesting Shares held by Sponsor and the ENPC independent directors. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Sponsor, ENPC independent directors and the Existing GREP Members will be different.

Assumes that none of our stockholders exercise redemption rights.

Excludes 371,518 SPAC Vesting Shares.

Assumes that 10,350,000 shares of our Class A common stock are redeemed for cash.

Assumes that 20,700,000 shares of our Class A common stock are redeemed for cash.

Assumes that 31,050,000 shares of our Class A common stock are redeemed for cash.

Assumes that 40,899,999 shares of our Class A common stock are redeemed for cash.

Reflects the requirement pursuant to the ENPC certificate of incorporation and the Business Combination Agreement that ENPC have net tangible assets (as defined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of at least $5,000,001 upon the redemption of Class A common stock by holders of ENPC Class A common stock.

Share count (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total

Value of Ownership (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total (Pro Forma Equity Value)

Sponsor Multiple on Invested Capital

Assumes treasury share method for ENPC public warrants.

10.35 million ENPC public warrants issued as part of the ENPC IPO with strike price of $11.50 and redemption price of $18.00.

Reflects 371,518 SPAC Vesting Shares, which vest subject to certain conditions including if the per share value of the Parent common stock falls below $10.00 per share, as applicable.

Share count (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total

Value of Ownership (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total (Pro Forma Equity Value)

Sponsor Multiple on Invested Capital

Assumes treasury share method for ENPC public warrants.

10.35 million ENPC public warrants issued as part of the ENPC IPO with strike price of $11.50 and redemption price of $18.00.

Reflects 371,518 SPAC Vesting Shares, which vest subject to certain conditions including if the per share value of the Parent common stock falls below $10.00 per share, as applicable.

Share count (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total

Value of Ownership (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total (Pro Forma Equity Value)

Sponsor Multiple on Invested Capital

Assumes treasury share method for ENPC public warrants.

10.35 million ENPC public warrants issued as part of the ENPC IPO with strike price of $11.50 and redemption price of $18.00.

Reflects 371,518 SPAC Vesting Shares, which vest subject to certain conditions including if the per share value of the Parent common stock falls below $10.00 per share, as applicable.

Share count (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total

Value of Ownership (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total (Pro Forma Equity Value)

Sponsor Multiple on Invested Capital

Assumes treasury share method for ENPC public warrants.

10.35 million ENPC public warrants issued as part of the ENPC IPO with strike price of $11.50 and redemption price of $18.00.

Reflects 371,518 SPAC Vesting Shares, which vest subject to certain conditions including if the per share value of the Parent common stock falls below $10.00 per share, as applicable.

Share count (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total

Value of Ownership (in millions)

ENPC public shares

ENPC public warrants⁽¹⁾⁽²⁾

Founder Shares⁽³⁾

Existing GREP Members shares

Total (Pro Forma Equity Value)

Sponsor Multiple on Invested Capital

Assumes treasury share method for ENPC public warrants.

10.35 million ENPC public warrants issued as part of the ENPC IPO with strike price of $11.50 and redemption price of $18.00.

Reflects 371,518 SPAC Vesting Shares, which vest subject to certain conditions including if the per share value of the Parent common stock falls below $10.00 per share, as applicable.

Will ENPC obtain new financing in connection with the Business Combination?

No. It is anticipated that the Funds will pay off and terminate their credit facilities on or prior to the closing and that Parent will enter into a new credit facility following the closing. For a summary of the material terms of the Funds’ credit facilities, see the section entitled “Grey Rock’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

What conditions must be satisfied to complete the Transactions?

There are a number of closing conditions in the Business Combination Agreement, including that our stockholders have approved the Transactions and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Transactions, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Transactions.”

Why is ENPC proposing the Incentive Plan Proposal?

The purpose of the Incentive Plan is to provide eligible employees, directors and consultants of Parent the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of Parent and align their economic interests with those of its stockholders.

What happens if I sell my shares of ENPC common stock before the special meeting?

The record date for the special meeting is October 20, 2022, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of ENPC common stock after the

When and where is the special meeting?

The special meeting will be held via live webcast on October 20, 2022, at 10:00 a.m., Eastern Time. ENPC will be holding the special meeting virtually at the following URL: https://www.cstproxy.com/enpc/2022.

Who may vote at the special meeting?

Only holders of record of our common stock as of the close of business on September 26, 2022 (the “record date”) may vote at the special meeting. As of the close of business on the record date, there were 43,142,000 shares of our common stock outstanding, consisting of 42,014,000 shares of Class A common stock, 300,000 shares of Class B common stock and 828,000 shares of Class F common stock and entitled to vote. Our executive officers, directors and affiliates held approximately 20% of the voting power of our outstanding shares of common stock (not including the private placement common stock), and all of such shares will be voted in favor of the Business Combination Proposal and other proposals described in this proxy statement/prospectus and presented at the special meeting pursuant to the Sponsor Agreement. For additional information, see the section entitled “Special Meeting of ENPC Stockholders — Voting Power; Record Date.”

What constitutes a quorum at the special meeting?

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the voting power of all outstanding shares of our common stock entitled to vote at the special meeting is represented at the special meeting online or by proxy. If a stockholder fails to vote his, her or its shares online or by proxy, or if a broker fails to vote online or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting, shares represented at the special meeting online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the special meeting may adjourn the special meeting. ENPC’s initial stockholders will count toward this quorum and, pursuant to the Sponsor Agreement entered into concurrently with the execution and delivery of the Business Combination with ENPC, Sponsor, certain stockholders of ENPC, Parent and GREP (the “Sponsor Agreement”), the ENPC initial stockholders have agreed to vote any shares of ENPC common stock owned by them in favor of the Business Combination. As of the record date for the special meeting, the presence online or by proxy of 21,571,001 shares of our common stock is required to achieve a quorum.

What vote is required to approve the proposals presented at the special meeting?

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock, voting together as a single class. Accordingly, a stockholder’s

May the initial stockholders, ENPC’s directors, officers, advisors or their respective affiliates purchase shares in connection with the Business Combination?

At any time prior to the special meeting, our initial stockholders, directors, officers, advisors or their respective affiliates may purchase shares of ENPC common stock on the open market, and may purchase shares in privately negotiated transactions from stockholders who vote, or indicate an intention to vote, against the Business Combination Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Business Combination, although they are under no obligation to do so. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per share pro rata portion of the Trust Account. However, none of the funds in the Trust Account will be used to make such purchases. ENPC’s initial stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock, to vote their shares in favor of the Business Combination Proposal or to not redeem their shares in connection with the Business Combination. They have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. While the exact nature of such incentives, if any, has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our initial stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to ENPC or Grey Rock, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act. Any such purchases would be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

How many votes do I have at the special meeting?

ENPC stockholders of record as of September 26, 2022, the record date for the special meeting, are entitled to the following votes at the special meeting:

the 300,000 aggregate shares of Class B common stock represent 15% of the outstanding vote of the holders of ENPC common stock;

the 828,000 aggregate shares of Class F common stock represent 5% of the outstanding vote of the holders of ENPC common stock;

the 614,000 shares of Class A common stock underlying the ENPC CAPS^TM purchased by the Sponsor in the private placement (after giving effect to the Forward Split) represent 1.17% of the outstanding vote of the holders of ENPC common stock; and

the 41,400,000 shares of Class A common stock held by the holders of public shares represent 78.83% of the outstanding vote of the holders of ENPC common stock.

Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. The ENPC Board engaged Stephens Inc. (“Stephens”) to provide an opinion as to fairness, from a financial point of view, of the consideration to be issued by Parent for GREP in the proposed Business Combination to the holders of ENPC Class A common stock. On May 13, 2022, Stephens rendered its oral opinion to the ENPC Board, which was subsequently confirmed in writing by delivery of Stephens’ written opinion dated the same date, based upon and subject to the assumptions, limitations and qualifications contained in its opinion, and other matters Stephens considers relevant, that the consideration to be issued by Parent for GREP in the Business Combination was fair, from a financial point of view, to the holders of ENPC Class A common stock. In analyzing the Business Combination, the Board conducted due diligence on Grey Rock and reviewed comparisons of summary financial data of Grey Rock with certain of its peers in the industry and the financial terms set forth in the Business Combination Agreement. Based on the foregoing, and advice from its other advisors and its consideration and analysis of the Business Combination, the ENPC Board concluded that the Business Combination was in the best interest of our stockholders. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Fairness Opinion of Stephens Inc.”

How will the initial stockholders and ENPC’s directors and officers vote?

On May 16, 2022, our initial stockholders, our executive officers and our directors, entered into the Sponsor Agreement with ENPC, Parent and GREP pursuant to which they agreed to vote any shares of our common stock owned by them in favor of the proposed Business Combination. Pursuant to the Sponsor Agreement, the Sponsor and other holders of ENPC Class F common stock have agreed to, among other things, vote in favor of the proposals in this proxy statement/prospectus and refrain from exercising any dissenters’ rights or rights of appraisal under applicable law in connection with the Business Combination and vote all ENPC Class B common stock and ENPC Class F common stock outstanding and all ENPC Class A common stock

What interests do ENPC’s current officers and directors have in the Business Combination?

None of our Sponsor or current officers or directors will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described herein. Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of our stockholders.

the fact that the Sponsor and ENPC’s officers and directors will lose their entire investment in ENPC if the Business Combination with the Funds or another business combination is not completed by December 18, 2022;

the fact that the Sponsor and ENPC’s officers, and directors have entered into a letter agreement with ENPC and the Sponsor and certain directors entered into the Sponsor Agreement, pursuant to which they have agreed not to exercise their redemption rights with respect to any Founder Shares and public shares they may hold in connection with the completion of the Business Combination;

the fact that, in connection with the Business Combination, the Sponsor and ENPC’s independent directors will forfeit all of their ENPC common stock and ENPC warrants other than 495,357 shares of ENPC Class F common stock, which will be converted to 1,238,393 shares of Parent common stock (of which 371,518 of those shares, upon conversion to Parent common stock, will be subject to vesting and forfeiture provisions). As of immediately following the Business Combination, (x) the effective cash purchase price per vested share of Parent common stock paid by Sponsor will be approximately $8.44 (which amount represents the $6.935 million in risk capital contributed to ENPC by or on behalf of the Sponsor divided by the 821,875 vested shares of Parent common stock that will be held by the Sponsor as of such time) and (y) the effective cash purchase price per vested share of Parent common stock paid by the independent directors will be $0.00 (as the shares of Class F common stock currently held by the independent directors that will convert into shares of Parent common stock were granted to the independent directors for no cash consideration in exchange for their respective service on the ENPC Board). If all of the unvested shares held by Sponsor and such independent directors vest following the Business Combination, (x) the effective cash purchase price per share of Parent common stock paid by Sponsor will be approximately $5.91 ($6.935 million divided by 1,174,107 shares of Parent common stock) and (y) the effective cash purchase price per share of Parent common stock paid by the independent directors will remain $0.00;

that the Sponsor, ENPC’s officers and directors will hold Parent common stock following the Business Combination, the aggregate value of which is estimated to be approximately $8.6 million (excluding the SPAC Vesting Shares), assuming the per share value of the Parent common stock is the same as the $9.88 per share closing price of ENPC’s Class A common stock on the NYSE as of May 13, 2022 and such shares of Parent common stock will not be subject to any lock-up provisions. The SPAC Vesting Shares do not increase the value of the foregoing Parent common stock to be held by the Sponsor, ENPC’s officers and directors, as they only vest if the per share value of the Parent common stock falls below $10.00 per share and only to the extent necessary to maintain the approximately $8.6 million value of such Parent common stock. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Related Agreements — ENPC Sponsor Agreement”;

if the Trust Account is liquidated, including in the event ENPC is unable to complete the Business Combination with the Funds or another business combination by December 18, 2022, the Sponsor has agreed to indemnify ENPC to ensure that the proceeds in the Trust Account are not reduced below $10 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which ENPC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the fact that, as of June 30, 2022, (i) the Sponsor has loaned ENPC an aggregate of approximately $1,548,481 for working capital purposes, and pursuant to the Business Combination Agreement, the Sponsor will cancel such loans as part of the consideration for the Business Combination and (ii) the Sponsor may loan ENPC or one of its Affiliates additional loans prior to the closing. These loans will be due and payable in full on January 11, 2023 if ENPC does not complete the Business Combination;

the fact that following the Business Combination, each of ENPC’s independent directors will own 15,000 vested shares of Parent common stock (purchased at an effective cash purchase price per vested share of $0.00, as the shares of Class F common stock currently held by the independent directors that will convert into shares of Parent common stock were granted to the independent directors for no cash consideration in exchange for their respective service on the ENPC Board), which if such shares were ENPC Class A common stock and unrestricted and freely tradeable would be valued at approximately $148,200 based on the closing price of ENPC’s Class A common stock on May 13, 2022;

the fact that at the closing, the Sponsor and ENPC’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on ENPC’s behalf, directly related to legal fees, accounting fees, regulatory fees and due diligence costs not to exceed $15.4 million. However, if ENPC fails to consummate the Business Combination, they will not have any claim against the Trust Account for reimbursement and ENPC will most likely not be able to reimburse these expenses if a business combination is not completed. As of September 27, 2022, ENPC’s officers, directors, initial stockholders and their affiliates have incurred approximately $0 in expenses prior to the special meeting;

the continued indemnification of ENPC’s existing directors and officers and the continuation of ENPC’s directors’ and officers’ liability insurance after the Business Combination;

the fact that Sponsor will enter into the RRA and Lock-Up Agreement with Parent, certain stockholders of ENPC and the Existing GREP Members with respect to the shares of Parent common stock that will be issued as partial consideration under the Business Combination Agreement and that only the shares of Parent common stock held by the Existing GREP Members will be subject to lock-up provisions;

the fact that Sponsor and its affiliates may receive a positive rate of return on their investments in ENPC, even if other stockholders of ENPC do not receive a positive rate of return on their investments;

the fact that Michael Calbert and Dick Boyce are each members of the Executive Partner Group of Solamere, which provides them an opportunity to invest in certain Solamere transactions on a no fee/no carry basis, but does not otherwise entitle them to any other form of compensation;

the fact that Paul Ryan is a partner at Solamere, for which he receives compensation;

the fact that 75% of the managers of the Sponsor are partners of Solamere;

the fact that Alex Dunn and Paul Ryan are indirect equityholders of the Sponsor; and

the fact that certain of ENPC’s officers and directors have fiduciary and contractual duties to Solamere and other parties. As a result, those certain officers and directors had certain duties to offer certain potential business combination opportunities to certain Solamere funds before ENPC could pursue such opportunities, although this did not materially affect ENPC’s search for a business combination partner.

What happens if I vote against the Business Combination Proposal?

If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by December 18, 2022, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders. For additional information, see the section entitled “Information About ENPC — Liquidation if No Business Combination” for more information.

Do I have redemption rights?

If you are a holder of public shares, you may redeem your public shares for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (including any portion of the interest earned thereon which was not previously used or distributed to us to pay taxes), upon the consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to an aggregate of 15% or more of the outstanding public shares. Our initial stockholders have waived their redemption rights with respect to their Founder Shares in connection with the Business Combination, and our initial stockholders have also waived their redemption rights with respect to any public shares they hold in connection with the Business Combination. All such shares held by our initial stockholders will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in our Trust Account of approximately $414.5 million as of June 30, 2022, stockholders would have received a redemption price of approximately $10.00 per share of our Class A common stock. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including any portion of the interest earned thereon which was not previously used or distributed to us to pay taxes) upon our liquidation.

Do the initial stockholders or ENPC’s directors and officers have redemption rights in connection with the Business Combination?

No. Our initial stockholders, directors and officers have waived their redemption rights with respect to their shares of common stock in connection with the Business Combination.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

How do I exercise my redemption rights?

In order to exercise your redemption rights you must, prior to 4:30 p.m., Eastern Time, on October 18, 2022 (two business days before the special meeting), (i) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to our Transfer Agent that we redeem your public shares for cash, and (ii) deliver your stock to our Transfer Agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, our Transfer Agent, is listed under the question “Who can help answer my questions?” below.

What are the U.S. federal income tax consequences of exercising my redemption rights?

We expect that a U.S. Holder (as defined herein) that exercises its redemption rights to receive cash from the Trust Account in exchange for its ENPC common stock generally will be treated as selling such shares in a taxable transaction resulting in recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ENPC common stock that such U.S. Holder owns or is deemed to own (including through the public warrants and, after the transaction, the shares and warrants of Parent) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of a U.S. Holder’s exercise of redemption rights and a description of the U.S. federal income tax consequences for a Non-U.S. Holder’s (as defined herein) exercise of redemption rights, please see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of Our Common Stock.”

What are the U.S. federal income tax consequences to me as a result of the Business Combination?

Subject to the assumptions, limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders,” it is the opinion of Kirkland & Ellis LLP (“Kirkland”) that the Mergers taken together should qualify (in whole or in part) as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code.

If I am an ENPC warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of ENPC warrants have no redemption rights with respect to ENPC warrants or any shares of our common stock underlying ENPC warrants. Upon consummation of the Transactions, ENPC warrants shall, by their terms, entitle the holders to purchase shares of Parent common stock in lieu of shares of ENPC Class A common stock at an exercise price of $11.50 per share (subject to adjustment).

Do I have appraisal rights if I object to the proposed Business Combination?

There are no appraisal rights available to holders of the ENPC Class A common stock in connection with the Business Combination. Appraisal rights are available to holders of ENPC Class B common stock and

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

If the Business Combination is consummated, the funds held in the Trust Account will be released to us, and those funds will be used to pay or fund (i) the redemption price for shares of our Class A common stock redeemed by our stockholders who properly exercise redemption rights, (ii) fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by or on behalf of ENPC, Parent, GREP, Grey Rock and the Merger Subs in connection with the Business Combination and the other transactions contemplated by the Business Combination Agreement, and (iii) general corporate purposes of Parent, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. For additional information, see the section entitled “Certain Relationships and Related Transactions — ENPC’s Related Party Transactions.”

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

Public stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Business Combination Agreement may be terminated. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Transactions — Termination” for information regarding the parties’ specific termination rights.

When is the Business Combination expected to be completed?

We currently anticipate that the Business Combination will be consummated within two days following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived in accordance with the Business Combination Agreement. In any event, we expect the closing of the Transactions to occur on or prior to October 24, 2022.

What do I need to do now?

Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 37, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of our common stock on September 26, 2022, the record date for the special meeting, you may vote with respect to the proposals online at the special meeting or any adjournment thereof, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a legal proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the special meeting?

At the special meeting, if you abstain from voting with respect to a particular proposal, your shares will be counted as present for purposes of establishing a quorum. For purposes of approving the proposals, failure to vote or an abstention will each have the same effect as a vote “AGAINST” the Business Combination Proposal. A failure to vote or an abstention will have no effect on the outcome of each of the Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders at the special meeting or any adjournment thereof.

If I am not going to attend the special meeting, should I return my proxy card instead?

Yes. Whether you plan to attend the special meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining the existence of a quorum at the special meeting so long as a stockholder has given the broker or other nominee voting instructions on at least one of the proposals set forth in this proxy statement/prospectus. However, broker non-votes will not be counted as “votes cast” at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to our Transfer Agent at the address listed under the question “Who can help answer my questions?” below so that it is received by the Transfer Agent prior to the special meeting, or attend the special meeting online and vote. You also may revoke your proxy by sending a notice of revocation to our chief executive officer, which must be received by our chief executive officer prior to the special meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Who will solicit and pay the cost of soliciting proxies?

We will pay the cost of soliciting proxies for the special meeting. We have engaged Morrow Sodali (the “Proxy Solicitor”) to assist in the solicitation of proxies for the special meeting. We will pay a fee of $37,500 plus a per call fee for any incoming or outgoing stockholder calls for such services. We will reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact: