Item 8.01. Other Events.
On December 16, 2022, Sizzle Acquisition Corp. ("Sizzle" or the "Company")
issued a press release announcing that its special meeting in lieu of annual
meeting of stockholders (the "Meeting"), which was originally scheduled for
Monday, December 19, 2022, has been postponed to a future to-be-determined date
at the beginning of February 2023. At the Meeting, stockholders will be asked to
vote on a proposal to approve an extension of the date by which the Company must
consummate an initial business combination from February 8, 2023 to August 8,
2023, or such earlier date as determined by the Company's board of directors
(the "Charter Extension").
As previously disclosed, on October 24, 2022, Sizzle entered into a definitive
Agreement and Plan of Merger (as may be amended 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 "Operating Company"), Critical Metals Corp., a BVI
business company incorporated in the British Virgin Islands ("PubCo") and
Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned subsidiary
of PubCo ("Merger Sub"). The transactions contemplated by the Merger Agreement
are referred to herein as the "Business Combination". Subject to its terms and
conditions, the Merger Agreement provides that the Operating Company and Sizzle
will become wholly-owned subsidiaries of PubCo, a newly formed holding company.
Pursuant to the Merger Agreement, at the closing of the Business Combination,
(a) PubCo will acquire all of the issued and outstanding capital shares and
equity interests of the Operating Company from EUR in exchange for ordinary
shares of PubCo, the Operating Company will become a wholly-owned subsidiary of
PubCo and EUR will become a shareholder of PubCo; and immediately thereafter (b)
Merger Sub will merge with and into Sizzle, with Sizzle continuing as the
surviving entity and wholly owned subsidiary of PubCo. The reason for the
Charter Extension is to give Sizzle additional time to consummate the Business
Combination.
When a new date and time for the Meeting will be determined by the Company, it
will issue a press release and file revised proxy materials with the Securities
and Exchange Commission (the "SEC") containing the necessary information. As a
result of this change, the record date determining which stockholders are
eligible to vote at the Meeting will change, and the deadline for holders of the
Company's common stock issued in the Company's initial public offering (the
"public shares") to submit their shares for redemption in connection with the
Charter Extension will be extended to 5:00 p.m., Eastern Time, two business days
prior to the new meeting date. Any stockholder that has already submitted a
request to redeem their public shares, may withdraw such requests at any time
prior to the Meeting, or such other date as the chairman of the board of
directors may determine to be the deadline for accepting withdrawals of such
redemption requests. Stockholders who wish to withdraw their previously
submitted redemption requests may do so prior to the Meeting by requesting the
Company's transfer agent, Continental Stock Transfer & Trust Company, to return
such shares.
If stockholders have any questions or need assistance, please call the Company's
proxy solicitor, Advantage Proxy, at 1-877-870-8565 (toll free) or by email at
ksmith@advantageproxy.com.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and 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 (i) the Meeting and (ii)
the proposed Business Combination.
In connection with the Meeting, the Company will file definitive proxy materials
with the SEC prior to the Meeting. In connection with the proposed Business
Combination, Pubco intends to file a registration statement on Form F-4 with the
SEC, which will include a proxy statement to Sizzle stockholders 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"). After the Registration Statement is declared effective by the SEC,
the definitive proxy statement/prospectus and other relevant documents will be
mailed to the stockholders 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. Stockholders 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, Pubco, EUR and the Operating Company and the proposed Business
Combination. Stockholders 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.
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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, Pubco and the Operating Company and their respective directors and
executive officers may be deemed participants in the solicitation of proxies
from Sizzle's stockholders in connection with the proposed Business Combination.
Sizzle's stockholders 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 August 15, 2022. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies
to Sizzle's stockholders 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 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 Meeting or 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 Operating 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.
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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 Operating 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 stockholders 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
Operating Company's business relationships, operating results, current plans and
operations of EUR, Pubco and the Operating 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 Operating
Company may be adversely affected by other economic, business, and/or
competitive factors; estimates by Sizzle, Pubco, EUR or the Operating 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 Operating 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 Operating Company presently know, or that Sizzle, Pubco, EUR and/or the
Operating 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 Operating 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
Exhibit No. Description
99.1 Press Release, dated December 16, 2022
104 Cover Page Interactive Data File
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