Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On November 22, 2021, management of Silver Crest Acquisition Corporation (the
"Company" or "Silver Crest"), with oversight from the Audit Committee of the
Company's Board of Directors (the "Audit Committee"), concluded that its
previously issued financial statements as of January 19, 2021, March 31, 2021,
June 30, 2021 and September 30, 2021, and for the quarterly periods ended
March 31, 2021, June 30, 2021, and September 30, 2021 (the "Relevant Periods"),
should no longer be relied upon because of certain errors relating to the
classification between temporary equity and permanent equity of the Company's
Class A ordinary shares subject to possible redemption.
In accordance with the Securities and Exchange Commission (the "SEC") and its
staff's guidance on redeemable equity instruments, ASC 480-10-S99, redemption
provisions not solely within the control of the Company require ordinary shares
subject to redemption to be classified outside of permanent equity. The Company
had previously classified a portion of its Class A ordinary shares in permanent
equity. The Company has determined that it is appropriate to restate its
previously issued financial statements for the Relevant Periods to present all
redeemable Class A ordinary shares as temporary equity and to recognize
accretion from the initial book value to redemption value at the time of its
initial public offering (including exercise of the over-allotment option).
Considering such restatement, the previously issued financial statements for the
Relevant Periods should no longer be relied upon. The Company will file an
amendment to its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, which will include the restated financial statements for the
Relevant Periods.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered public accounting firm.
Additional Information and Where to Find It
This Current Report on Form 8-K does not contain all the information that should
be considered concerning the proposed business combination between the Company
and TH International Limited, a Cayman Islands exempted company ("THIL"), and
Miami Swan Ltd, a Cayman Islands exempted company and wholly owned subsidiary of
THIL. It does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. It is not intended to form the basis of any investment
decision or any other decision in respect of the proposed business combination.
In connection with the proposed business combination, THIL has filed with the
SEC a registration statement on Form F-4 (the "Registration Statement"), which
includes a preliminary proxy statement/prospectus with respect to the business
combination. The definitive proxy statement/prospectus and other relevant
documentation will be mailed to the Company's shareholders as of a record date
to be established for purposes of voting on the business combination. The
Company's shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and any amendments thereto, and 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 because these
materials will contain important information about THIL, the Company and the
proposed transactions. Shareholders will also be able to obtain a copy of the
preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus once they are available, without charge, at the SEC's
website at http://www.sec.gov or by directing a request to: Silver Crest
Acquisition Corporation, Suite 3501, 35/F, Jardine House, 1 Connaught Place,
Central, Hong Kong.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
The Company, THIL and their respective directors and executive 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 SEC. Information about the directors
and executive officers of the Company is set forth in Silver Crest's IPO
prospectus dated January 13, 2021 filed with the SEC on January 15, 2021.
Information regarding other persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders in connection with
the potential transaction and a description of their interests will be set forth
in the Registration Statement when it is filed with the SEC. 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 solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of THIL or the Company, nor shall
there be any sale of any such 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 such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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