Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The final vote tabulation for each proposal is set forth below.
(1) Proposal No. 1 - The Business Combination Proposal
Votes For Votes Against Abstentions Broker Non-Votes 28,352,489 1,916,555 138,401 -
(2) Proposal No. 2 - The Merger Proposal
Votes For Votes Against Abstentions Broker Non-Votes 28,351,945 1,917,100 138,400 -
(3) Proposal No. 3 - The Adjournment Proposal
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.
Item 7.01. Regulation FD Disclosure.
In connection with the Transactions (as defined below), holders of 34,143,739
shares of Silver Crest's Class A ordinary shares exercised their right to redeem
their shares for cash at a redemption price of approximately
Item 8.01. Other Events
Based on the results of the EGM, Silver Crest,
In addition, Silver Crest has determined to allow holders of Silver Crest's
Class A ordinary shares to reverse their election to have their shares of Silver
Crest's Class A ordinary shares redeemed until
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between THIL and Silver Crest. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Without limiting the generality of the
foregoing, the forward-looking statements in this Current Report on Form 8-K
include descriptions of the expected consummation of the proposed transaction
between THIL and Silver Crest. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this Current Report on
Form 8-K, including but not limited to: (i) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely affect the
price of Silver Crest's securities, (ii) the risk that the transaction may not
be completed by Silver Crest's business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by
Silver Crest, (iii) the failure to satisfy the conditions to the consummation of
the transaction, including the adoption of the Merger Agreement by the
shareholders of Silver Crest and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement, (vi) the effect of the announcement or pendency of the
transaction on THIL's business relationships, operating results, and business
generally, (vii) risks that the proposed transaction disrupts current plans and
operations of THIL and potential difficulties in THIL employee retention as a
result of the transaction, (viii) the outcome of any legal proceedings that may
be instituted against THIL or against Silver Crest related to the Merger
Agreement or the proposed transaction, (ix) the ability to obtain approval for
listing or maintain the listing of THIL's securities on a national securities
exchange, (x) the price of Silver Crest's 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 across
competitors, changes in laws and regulations affecting THIL's business, THIL's
inability to implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xi) the ability to
implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities,
and (xii) the effects of natural disasters, terrorist attacks and the spread
and/or abatement of infectious diseases, such as COVID-19, on the proposed
transactions or on the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed 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 the Proxy Statement and other documents filed by Silver Crest from
time to time with the
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