UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): January 4, 2023
SIZZLE ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-41005 |
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85-3418600 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4201
Georgia Avenue, NW Washington,
DC |
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20011 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (202) 846-0300
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 |
|
Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Units, each consisting of one share of common stock and one-half of one redeemable warrant |
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SZZLU |
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The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
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SZZL |
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The Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
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SZZLW |
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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 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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.
First Amendment to Agreement and Plan of
Merger
As previously disclosed
by Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) in its Current Report on Form 8-K filed with the SEC on October
25, 2022, Sizzle entered into an Agreement and Plan of Merger (as may be further amended or supplemented from time to time, the “Merger
Agreement”) with European Lithium Limited, an Australian Public Company limited by shares (“EUR”), European Lithium
AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR
(the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco”
or “Critical Metals”), and Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger
Sub”). Pursuant to the Merger Agreement, each of Sizzle and the Company will become wholly-owned subsidiaries of Critical Metals.
On January 4, 2023, Sizzle,
EUR, the Company, Critical Metals and Merger Sub entered into that certain First Amendment to the Agreement and Plan of Merger (the “First
Amendment”), pursuant to which the Merger Agreement was amended to clarify that if the transactions contemplated by the Merger Agreement
are completed, Pubco shall be responsible for all of Sizzle’s, EUR’s and the Company’s transaction expenses and shall
reimburse EUR for all of EUR’s and the Company’s transaction expenses incurred or paid prior to the closing of the proposed
business combination (the “Proposed Business Combination”) among Sizzle, EUR, the Company, Pubco and Merger Sub.
The foregoing description
of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the First Amendment,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 the Proposed Business
Combination.
In connection with the
Proposed Business Combination, Critical Metals has filed a registration statement on Form F-4 with the SEC, which includes a preliminary
proxy statement to Sizzle shareholders and a prospectus for the registration of Pubco securities in connection with the Proposed Business
Combination (as amended from time to time, the “Registration Statement”). The Registration Statement has not yet been declared
effective. After the Registration Statement is declared effective by the SEC, 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 these materials (including any amendments or supplements thereto) and any other
relevant documents, because they will contain important information about Sizzle, Critical Metals, 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 the SEC’s website 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, Critical
Metals and 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 the SEC on June 13, 2022, or its Form 10-Q, filed with the SEC on November 10, 2022, as well as information in
its definitive proxy statement filed on December 1, 2022. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of proxies to Sizzle’s shareholders in connection with the Proposed Business Combination are and will be set
forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement, which Critical
Metals has filed with the SEC. 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’s and 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, but the absence of these words does not mean
that a statement is not forward-looking.
These forward-looking
statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the
ability of the parties to complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the
risk that the Proposed Business Combination or other business combination may not be completed by Sizzle’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings or
government or regulatory action on inquiry that may be instituted against Sizzle, Pubco, EUR or the Company or others following the announcement
of the Proposed Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the
consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination by the shareholders of
Sizzle or EUR; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement
relating to the Proposed Business Combination; the ability to meet stock exchange listing standards following the consummation of the
Proposed Business Combination; the effect of the announcement or pendency of the Proposed Business Combination on EUR and the Company’s
business relationships, operating results, current plans and operations of EUR, Pubco and the Company; the ability to recognize the anticipated
benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Pubco to grow
and manage growth profitably; the possibility that Sizzle, Pubco, EUR and/or the Company may be adversely affected by other economic,
business, and/or competitive factors; estimates by Sizzle, Pubco, EUR or the Company of expenses and profitability; expectations with
respect to future operating and financial performance and growth, including the timing of the completion of the Proposed Business Combination;
plans, intentions or future operations of Pubco or the Company, including relating to the finalization, completion of any studies, feasibility
studies or other assessments or relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental
notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities; EUR and Pubco’s
ability to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with
the SEC. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
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 Registration Statement referenced above and other documents filed by Sizzle and Pubco from time
to time with the SEC. 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. There may be additional risks that neither Sizzle, Pubco nor EUR and the Company presently know, or that Sizzle, Pubco, EUR
and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking
statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any
forward-looking statements in this Form 8-K. Neither Sizzle, EUR, Pubco nor the Company undertakes any obligation to publicly revise these
forward–looking statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by
applicable law.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
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SIZZLE ACQUISITION CORP. |
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By: |
/s/ Steve Salis |
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Name: |
Steve Salis |
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Title: |
Chief Executive Officer |
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Dated: January 5, 2023 |
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5
Sizzle Acquisition (NASDAQ:SZZL)
過去 株価チャート
から 6 2024 まで 7 2024
Sizzle Acquisition (NASDAQ:SZZL)
過去 株価チャート
から 7 2023 まで 7 2024