SILVER CREST ACQUISITION CORP: Entering a Material Definitive Agreement, Other Events, Financial Statements and Supporting Documents (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement

At January 30, 2022, Silver Crest Acquisition Companya Cayman Islands
Exempt Company (“Silver Crest”), has entered into Amendment No. 1 (the “Amendment”) to the previously disclosed merger agreement and plan (the “Merger Agreement”), dated August 13, 2021by and among Silver Crest, TH International Limiteda Cayman Islands exempt company (“THIL”), and Miami Swan Ltda Cayman Islands exempt company and wholly-owned subsidiary of THIL (“Merger Sub”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with Silver Crest (the ” First Merger”), Silver Crest surviving the First Merger as a wholly-owned subsidiary of THIL, and (ii) Silver Crest will merge with and into THIL (the “Second Merger” and with the First Merger, the “Mergers”) , THIL having survived the second merger, as described in the current report on Form 8-K/A filed by Silver Crest with the Security and Exchange Commission (the “SEC”) on August 19, 2021and attached 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 March 1, 2022after which Silver Crest or THIL may terminate the Merger Agreement.

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 SECOND to August 19, 2021and the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 8.01 Other Events

As part of the proposed business combination, THIL has filed with the
SECOND a registration statement on Form F-4 (the “Registration Statement”), as amended, which includes a preliminary proxy statement/prospectus relating to the business combination.

At January 28, 2022THIL has filed Amendment No. 2 to the Registration Statement with the SEC.

This current report on Form 8-K shall not be deemed an admission as to the materiality of any information contained in this Section 8.01.

Additional information and where to find it

This current report on Form 8-K does not contain all of the information to consider regarding 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, securities, and there will be no sale of securities in any jurisdiction in which such an offer, sale or trade would be illegal prior to registration. or qualification under the securities laws of such jurisdiction. It is not intended to form the basis of an investment decision or any other decision regarding the proposed business combination. As part of the proposed business combination, THIL has filed with the SECOND a registration statement on Form F-4 (the “Registration Statement”), as amended, which includes a preliminary proxy statement/prospectus relating to the business combination. The definitive proxy statement/prospectus and other relevant materials will be mailed to Silver Crest shareholders on a record date to be determined for purposes of voting on the business combination. Silver Crest stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus and any amendments thereto, as well as 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, as these documents contain or will contain important information about THIL, Silver Crest and the proposed transactions. Shareholders may also obtain a copy of the proxy statement/preliminary prospectus and the definitive proxy statement/prospectus when they become available, free of charge, at DRY website at http://www.sec.gov or by sending a request to: Silver Crest Acquisition Companyoffice 3501, 35/F, Garden House, 1 Place ConnaughtCentral, hong kong.

THE INVESTMENT IN THE SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY APPROVED OR APPROVED THE MERITS OF THE OFFER OR THE ACCURACY OR RELEVANCE OF INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the solicitation

Silver Crest, THIL and their respective directors and 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 SECOND. Information about the directors and senior officers of Silver Crest can be found in Silver Crest’s IPO prospectus dated January 13, 2021 filed with the SECOND to January 15, 2021. Information about other people who may, under the rules of the SECOND, are considered participants in the shareholder solicitation in connection with the potential transaction and a description of their interests is set forth in the registration statement. 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 a solicitation of power of attorney, consent or authorization with respect to any security or with respect to the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy the securities of THIL or Silver Crest, and there will be no sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Legend for forward-looking statements

This current report on Form 8-K contains certain forward-looking statements within the meaning of federal securities laws with respect to the proposed transaction between THIL and Silver Crest. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity “, “plan,” “may,” “should,” “will,” “would,” “will,” “continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and “other statements regarding future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this document, including, but not limited to: (i) the risk that the transaction will not be completed in a timely manner or at all, which could have an adverse effect on the price of the securities of Silver Crest, (ii) the risk that the the transaction not being completed by Silver Crest’s business combination deadline and the potential inability to obtain an extension of the business combination deadline if requested by Silver Crest, (iii) the inability to satisfy the conditions to complete the transaction, including adoption of the merger agreement by Silver Crest shareholders, satisfaction of the minimum amount of the trust account following redemptions by Silver Crest public shareholders and obtaining certain governmental and regulatory approvals, (iv) the absence of a third-party assessment to determine whether or not to proceed with the proposed transaction, (v) the occurrence of any event, change or other circumstance that could cause result in termination of the Merger Agreement, (vi) the effect of the announcement or expectation of the transaction on THIL’s business relationships, results of operations and business generally, ( vii) the risks that the proposed transaction will disrupt THIL’s current plans and operations and potential difficulties in retaining THIL employees as a result of the transaction, (viii) the outcome of any legal proceedings that may be brought against THIL or against Silver Crest with respect to the merger agreement or proposed transaction, (ix) the ability to obtain approval for listing or to maintain listing of THIL’s securities on a national stock exchange, (x) the price of Silver Crest 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 between competitors, changes in laws and regulations affecting THIL’s business, the inability of THIL to implement its business plan or meet or exceed its financial projections and changes in the ownership structure combination, (xi) the ability to implement business plans, forecasts and other expectations after completion of the proposed transaction, and to identify and realize opportunities, and (xii) the effects of natural disasters, terrorist attacks and the spread and/or reduction of infectious diseases, such as COVID-19, on proposed transactions or the ability to implement business plans, forecasts and other expectations following completion of the contemplated 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), proxy statement of Powers of Attorney/Joint Prospectus on Form F-4 discussed above and other documents filed by Silver Crest from time to time with the SECONDincluding, but not limited to, in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Silver Crest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as updated by Silver Crest Quarterly Report on Form 10-Q for quarters ended March 31, 2021,
June 30, 2021 and September 30, 2021, as amended. 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 place undue reliance on any forward-looking statements, and THIL and Silver Crest undertake no obligation and do not intend to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Neither THIL nor Silver Crest guarantees that THIL or Silver Crest, or the combined company, will achieve their expectations.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits



  2.1     Amendment No. 1 to Agreement and Plan of Merger, dated as of January 30,
        2022.
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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