Current Report Filing (8-k)
August 30 2022 - 6:14AM
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2022-08-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 30, 2022
SILVER CREST ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-39890 |
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98-1559547 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
|
File Number) |
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Identification No.) |
Suite 3501, 35/F, Jardine House |
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1 Connaught Place, Central |
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Hong Kong |
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(Address of principal executive offices) |
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(Zip Code) |
+852 2165-9000
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on
which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant |
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SLCRU |
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The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
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SLCR |
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The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
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SLCRW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
On August 30, 2022, Silver Crest Acquisition Corporation,
a Cayman Islands exempted company (“Silver Crest”), entered into Amendment No. 4 (the “Amendment”)
to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated August 13, 2021, by and among
Silver Crest, TH International Limited, a Cayman Islands exempted company (“THIL”), and Miami Swan Ltd, a Cayman Islands
exempted company and wholly owned subsidiary of THIL (“Merger Sub”), as amended on January 30, 2022, March 9, 2022
and June 27, 2022, pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, (i) Merger
Sub is to merge with and into Silver Crest (the “First Merger”), with Silver Crest surviving the First Merger as a
wholly owned subsidiary of THIL, and (ii) Silver Crest is to merge with and into THIL (the “Second Merger” and together
with the First Merger, the “Mergers”), with THIL surviving the Second Merger, as described in the Current Report on
Form 8-K/A filed by Silver Crest with the Securities and Exchange Commission (the “SEC”) on August 19, 2021, and attached
thereto as Exhibit 2.1.
Pursuant to the Amendment, Silver Crest, THIL and
Merger Sub have agreed to extend the Termination Date (as defined in the Merger Agreement) to September 30, 2022, after which either Silver
Crest or THIL may terminate the Merger Agreement.
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 SEC on July 21, 2022 (the “Proxy Statement”). As described further in the Proxy Statement, there
can be no assurance as to whether or when all of the closing conditions will be satisfied or waived.
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 SEC
on August 19, 2021, and the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
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 5:00 p.m. Eastern Time on September 16, 2022. There can be no assurance, however, that holders will
request to change their election to redeem their shares or that the final number of shares redeemed will decrease as a result. Holders
should refer to the relevant risk factors and other disclosure in the Proxy Statement prior to making a decision with respect to
reversing redemptions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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 SEC, including but
not limited to in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Silver Crest’s annual report on Form 10-K for the year ended December 31, 2021. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and THIL and Silver Crest assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. Neither THIL nor Silver Crest gives any assurance that either THIL or Silver
Crest, or the combined company, will achieve its expectations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 30, 2022 |
SILVER CREST ACQUISITION CORPORATION |
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By: |
/s/ Ho Cheung |
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Name: |
Ho Cheung |
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Title: |
Chief Executive Officer |
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