Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Amendment, Silver Crest, THIL and Merger Sub have agreed to
extend the Termination Date (as defined in the Merger Agreement) to
Silver Crest, THIL and Merger Sub expect to consummate the transactions (the
"Transactions") contemplated by the Merger Agreement following the satisfaction
or waiver of the conditions to closing under the Merger Agreement, as described
in the definitive proxy statement/prospectus of Silver Crest, which was filed
with the
This description is qualified in its entirety by reference to the Merger
Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K/A
filed by Silver Crest with the
Item 8.01. Other Events
Silver Crest has determined to allow holders of Silver Crest's Class A ordinary
shares to reverse their election to have their shares of Silver Crest's Class A
ordinary shares redeemed until
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Amendment No. 4 to Agreement and Plan of Merger, dated as ofAugust 30, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-Looking Statements
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. Without limiting the generality of the
foregoing, the forward-looking statements in this Current Report on Form 8-K
include descriptions of the expected consummation of the proposed transaction
between THIL and Silver Crest. 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 Current Report on Form
8-K, 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 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 the Proxy
Statement and other documents filed by Silver Crest from time to time with the
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