My head is really hurting on all the details here - guess it's best to wait to see what EUR announces in due course - tomorrow I would assume.
I found below online just now.
Hard to get one's head around but we might not be trading again under the current EUR code as it seems we may be issued shares in the new entity on a pro-rata type basis on the basis of EUR being worth US$750M or around 9 X the current Market cap (undiluted) of EUR.
TBH, it would suit me if we did not trade until the re-listing on the NASDAQ with the much higher market cap and valuation.
This is a fascinating and steep learning curve as I've never had a company taken over this way. I hope it all works out and goes smoothly.
Hopefully this turns into a "labour of love" finding out all about how this works and assuming we are about to make some very tidy gains.
Item 7.01 Regulation FD Disclosure.
OnOctober 24, 2022,Sizzle Acquisition Corp., aDelawarecorporation ("Sizzle") issued a press release announcing the execution of an Agreement and Plan of Merger (the "Merger Agreement"), datedOctober 24, 2022with European Lithium Limited, anAustralian Public Companylimited by shares ("EUR"),European Lithium AT (Investments) Limited, a BVI business company incorporated in theBritish Virgin Islandsand a direct, wholly-owned subsidiary of EUR (the "Company"),Critical Metals Corp., a BVI business company incorporated in theBritish Virgin Islands("Pubco") andProject Wolf Merger Sub Inc., aDelawarecorporation and wholly owned subsidiary ofPubco("Merger Sub"). Subject to its terms and conditions, the Merger Agreement provides that Sizzle and the Company will become wholly owned subsidiaries ofPubco.
Pursuant to the Merger Agreement (a)Pubcowill acquire all of the issued and outstanding capital shares and equity interests of the Company from EUR in exchange for ordinary shares ofPubco, the Company shall become a wholly owned subsidiary ofPubcoand EUR shall become a shareholder ofPubco(the "Share Exchange"); and immediately thereafter (b) Merger Sub will merge with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary ofPubco. According to the Merger Agreement, at its effective time: (a) each of Sizzle's issued and outstanding shares of common stock, par value$0.0001per share ("Common Stock") immediately prior to that effective time, will be cancelled in exchange for the right of the holder thereof to receive one ordinary share, par value$0.0001per share, ofPubco("Ordinary Share"); (b) all of the outstanding public warrants of Sizzle, entitling the holder thereof to purchase one share of Common Stock at an exercise price of$11.50per share will be converted into the right to receive a warrant to purchase one Ordinary Share at the same exercise price, being an exercise price of$11.50per share, and (c) EUR will receive the number of Ordinary Shares in the Share Exchange that shall have an aggregate value equal to the Closing Share Consideration (as defined in the Merger Agreement) consisting of$750,000,000divided by the redemption amount per share of Common Stock payable to Sizzle stockholders that elect to redeem Common Stock in connection with the Closing, and, subject to applicable terms and conditions, earnout consideration of up to an additional 10% of such Closing Share Consideration, in each case subject to adjustment as set forth in the Merger Agreement, and all upon the terms and subject to the conditions set forth in the Merger Agreement.
A copy of the press release relating to entry into the Merger Agreement is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the video script (the "Script") that was used to discuss the transaction contemplated by the Merger Agreement described above and referenced in the press release.
The information in this Item 7.01, including each of Exhibits 99.1 and 99.2, is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report on Form 8-K ("Form 8-K") is provided for informational purposes only and contains information with respect to a proposed business combination (the "Proposed Business Combination") among Sizzle, EUR and the Company. Sizzle intends to file an additional current report on Form 8-K on or beforeOctober 28, 2022, regarding the entry into the Merger Agreement.
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In connection with the Proposed Business Combination,Pubcointends to file a registration statement on Form F-4 with theSEC, which will include a proxy statement to Sizzle shareholders and a prospectus for the registration ofPubcosecurities in connection with the Proposed Business Combination (as amended from time to time, the "Registration Statement"). After the Registration Statement is declared effective by theSEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Sizzle as of the record date in the future to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Sizzle and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Sizzle,Pubco, EUR and the Company and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at theSEC'swebsite at www.sec.gov or by directing a request to:Sizzle Acquisition Corp.,4201 Georgia Avenue, NW,Washington, D.C.20011, Attn:Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SIZZLE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Participants in the Solicitation
Sizzle, EUR,Pubcoand the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle's shareholders in connection with the Proposed Business Combination. Sizzle's shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Sizzle in Sizzle's Form 10-K, as amended, filed with theSEConJune 13, 2022, or its Form 10-Q, filed with theSEConAugust 15, 2022. Information regarding the persons who may, underSECrules, be deemed participants in the solicitation of proxies to Sizzle's shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement that Sizzle intends to file with theSEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This 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 Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of 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 any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Sizzle's,Pubco'sand the Company's and/or EUR's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Form 8-K. When we use words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
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