Item 1.01 Entry into a Material Definitive Agreement
On
On
The Merger Agreement Amendment amended the terms of the Merger Agreement to, among other things:
· reduce the pre-transaction equity value of THIL from
· remove the minimum cash condition;
· extend the Termination Date (as defined in the Merger Agreement) to
2022;
· shorten the exclusivity period applicable to Silver Crest to
· simplify the structure of the board of directors to a single class of directors
each elected annually.
The Sponsor Agreement Amendment amended the terms of the Sponsor Voting and
Support Agreement to provide that, among other things, Sponsor shall contribute
to the capital of Silver Crest for no consideration 4,312,500 Class B ordinary
shares of Silver Crest and 4,450,000 warrants to purchase Class A ordinary
shares of Silver Crest at an exercise price of
This description of the Amendments is qualified in its entirety by reference to the Merger Agreement and the Sponsor Voting and Support Agreement, which were filed as Exhibit 2.1 and Exhibit 10.1, respectively, to the Current Report on
Form 8-K/A filed by Silver Crest with the
Item 8.01 Other Events Subscription Agreements
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The foregoing description of the Subscription Agreements and the
Committed Share Facility
In addition, THIL has executed a letter of intent for a committed share facility
("CSF") with a global financial services firm ("Investor"). The CSF comprises an
Ordinary Share Purchase Agreement and a Registration Rights Agreement, pursuant
to which THIL would have, in its discretion, the option to sell up to
Press Release
On
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 8.01.
Additional Information and Where to Find It
This Current Report on Form 8-K does not contain all the information that should
be considered concerning the proposed business combination between Silver Crest,
THIL, and Merger Sub. It does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. It is not intended to form the basis
of any investment decision or any other decision in respect of the proposed
business combination. In connection with the proposed business combination, THIL
has filed with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Silver Crest, THIL and their respective directors and executive officers, other
members of management and employees may be considered participants in the
solicitation of proxies with respect to the potential transaction described in
this communication under the rules of the
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of THIL or Silver Crest, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between THIL and Silver Crest. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of Silver Crest's
securities, (ii) the risk that the transaction may not be completed by Silver
Crest's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Silver Crest, (iii)
the failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the shareholders of Silver
Crest, the satisfaction of the minimum trust account amount following
redemptions by Silver Crest's public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction, (v) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vi) the effect of the announcement or
pendency of the transaction on THIL's business relationships, operating results,
and business generally, (vii) risks that the proposed transaction disrupts
current plans and operations of THIL and potential difficulties in THIL employee
retention as a result of the transaction, (viii) the outcome of any legal
proceedings that may be instituted against THIL or against Silver Crest related
to the Merger Agreement or the proposed transaction, (ix) the ability to obtain
approval for listing or maintain the listing of THIL's securities on a national
securities exchange, (x) the price of Silver Crest's securities may be volatile
due to a variety of factors, including changes in the competitive and regulated
industries in which THIL operates, variations in operating performance across
competitors, changes in laws and regulations affecting THIL's business, THIL's
inability to implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xi) the ability to
implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities,
and (xii) the effects of natural disasters, terrorist attacks and the spread
and/or abatement of infectious diseases, such as COVID-19, on the proposed
transactions or on the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transactions. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of Silver Crest's registration statement on Form S-1 (File No.
333-251655), the joint proxy statement/prospectus on Form F-4 discussed above
and other documents filed by Silver Crest from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Amendment No. 2 to Agreement and Plan of Merger*, dated as ofMarch 9, 2022 . 10.1 Amendment No. 1 to Voting and Support Agreement**, dated as ofMarch 9, 2022 . 99.1 Form of Subscription Agreement. 99.2 Equity Support Agreement, dated as ofMarch 8, 2022 . 99.3 Joint Press Release, dated as ofMarch 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Attached as Exhibit 2.1 to Form 8-K/A filed by Silver Crest with the
**Attached as Exhibit 10.1 to Form 8-K/A filed by Silver Crest with the
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