Silver Crest Acquisition Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Introductory Note
As previously disclosed in the Current Report on Form 8-K/A filed by Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“Silver Crest”), with the Securities and Exchange Commission (the “SEC”) on August 19, 2021, Silver Crest entered into an Agreement and Plan of Merger (the “Merger Agreement”, and the transactions contemplated by the Merger Agreement, the “Business Combination”), dated August 13, 2021, with 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, June 27, 2022 and August 30, 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.
The Business Combination was consummated in accordance with the terms of the Merger Agreement on September 28, 2022. Immediately prior to the consummation of the First Merger, THIL effected a share split at a ratio of 1,064.29740547038:1 in accordance with the terms of the Merger Agreement. As of the time of the First Merger, Silver Crest became a wholly-owned subsidiary of THIL. As a result of the Business Combination, Silver Crest merged with and into THIL.
Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement. The description of the Merger Agreement and related transactions (including, without limitation, the Business Combination) in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to Silver Crest’s Current Report on Form 8-K/A filed with the SEC on August 19, 2021, incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets
To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders
In connection with the consummation of the Business Combination, on September 28, 2022, Silver Crest notified the Nasdaq Stock Market (“NASDAQ”) of the consummation of the Business Combination and (i) requested that NASDAQ suspend trading of the Silver Crest Class A ordinary shares, Silver Crest warrants and Silver Crest units (each as described on the cover page of this Current Report on Form 8-K; collectively, the “Silver Crest Securities”), effective September 28, 2022 and (ii) filed with the SEC a Form 25 to delist the Silver Crest Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Silver Crest intends to file a certification on Form 15 with the SEC to deregister the Silver Crest Securities and suspend Silver Crest’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As of the time of the First Merger, Silver Crest became a wholly-owned subsidiary of THIL. As a result of the Business Combination, a change in control of Silver Crest occurred, Silver Crest merged with and into THIL.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the consummation of the Business Combination, the following officers and directors of Silver Crest ceased to hold their respective positions: Liang Meng ceased to be Chairman; Christopher Lawrence ceased to be Vice Chairman; Ho Cheung ceased to be Chief Executive Officer and director; and the following individuals also ceased to be directors: Andy Bryant, Mei Tong, Steeve Hagege and Wei Long.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 28, 2022 | SILVER CREST ACQUISITION CORPORATION | |
| By: | /s/ Ho Cheung | |
| Name: | Ho Cheung | |
| Title: | Chief Executive Officer | |