Item 8.01 Other Events
Attached as Exhibit 99.1 is a press release, dated December 13, 2021, made by TH
International Limited, a Cayman Islands exempted company ("THIL"), announcing a
pre-merger financing round. Silver Crest Acquisition Corporation ("Silver
Crest") and THIL agree that such financing constitutes "Permitted Equity
Financing" for the purposes of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 13, 2021, by and among Silver Crest, THIL, and
Miami Swan Ltd, a Cayman Islands exempted company and wholly owned subsidiary of
THIL ("Merger Sub"), as described in the Current Report on Form 8-K filed by
Silver Crest with the Securities and Exchange Commission (the "SEC") on August
16, 2021, as amended, and attached thereto as Exhibit 2.1.
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,
including Exhibit 99.1.
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 SEC a registration statement on Form F-4 (the "Registration
Statement"), as amended, which includes a preliminary proxy statement/prospectus
with respect to the business combination. The definitive proxy
statement/prospectus and other relevant documentation will be mailed to Silver
Crest's shareholders as of a record date to be established for purposes of
voting on the business combination. Silver Crest's shareholders and other
interested persons are advised to read the preliminary proxy
statement/prospectus and any amendments thereto, and the definitive proxy
statement/prospectus in connection with the solicitation of proxies for the
extraordinary general meeting to be held to approve the transactions
contemplated by the proposed business combination because these materials will
contain important information about THIL, Silver Crest and the proposed
transactions. Shareholders will also be able to obtain a copy of the preliminary
proxy statement/prospectus and the definitive proxy statement/prospectus once
they are available, without charge, at the SEC's website at http://www.sec.gov
or by directing a request to: Silver Crest Acquisition Corporation, Suite 3501,
35/F, Jardine House, 1 Connaught Place, Central, Hong Kong.
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 SEC. Information about the directors
and executive officers of Silver Crest is set forth in Silver Crest's IPO
prospectus dated January 13, 2021 filed with the SEC on January 15, 2021.
Information regarding other persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders in connection with
the potential transaction and a description of their interests will be set forth
in the Registration Statement when it is filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated December 13, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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