Item 8.01 Other Events
As
previously disclosed, Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“Silver Crest”), on
August 13, 2021 entered into the Agreement and Plan of Merger (the “Merger Agreement”) with TH International Limited,
a Cayman Islands exempted company (“THIL”), and Miami Swan Ltd, a Cayman Islands exempted company and wholly owned
subsidiary of THIL (“Merger Sub”), which was amended on January 30, 2022 and March 9, 2022, pursuant to which,
among other transactions, on the terms and subject to the conditions set forth therein, (i) Merger Sub is to merge with and into
Silver Crest (the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL,
and (ii) Silver Crest is to merge with and into THIL (the “Second Merger” and together with the First Merger,
the “Mergers”), with THIL surviving the Second Merger, as described in the Current Report on Form 8-K/A filed
by Silver Crest with the Securities and Exchange Commission (the “SEC”) on August 19, 2021.
On
March 11, 2022, THIL entered into an Ordinary Share Purchase Agreement (the “Purchase Agreement”) and a related
Registration Rights Agreement (the “Registration Rights Agreement”) with CF Principal Investments LLC (“Investor”),
an affiliate of Cantor Fitzgerald. Pursuant to the Purchase Agreement, THIL will have, in its discretion, the option to sell up to $100
million of its ordinary shares to Investor over a specified 36-month period, on the terms and subject to the conditions set forth therein.
The
foregoing description of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement filed as Exhibit 99.1
and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information of the information contained in this Item 8.01.
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 Silver Crest, THIL,
and Merger Sub. 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”), as amended, 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 Silver Crest’s shareholders as of a record date to be established for purposes of voting on the
business combination. Silver Crest’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 contain,
or will contain, important information about THIL, Silver Crest 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 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
Silver Crest, 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 Silver Crest is set forth in Silver Crestʼs 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 is set forth
in the Registration Statement. 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 Silver Crest, 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.
Forward-Looking Statements Legend
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. 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 document, 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, the satisfaction of the minimum trust account amount following redemptions
by Silver Crest's public shareholders 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 Silver Crest’s registration statement on Form S-1 (File No. 333-251655),
the joint proxy statement/prospectus on Form F-4 discussed above and other documents filed by Silver Crest from time to time with
the SEC, including but not limited to in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in Silver Crestʼs annual report on Form 10-K for the year ended December 31,2020 as updated by Silver
Crestʼs quarterly report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30,
2021, as amended. 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. Readers are cautioned not to put undue reliance on forward-looking statements, and THIL and Silver Crest assume no obligation
and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither THIL nor Silver Crest gives any assurance that either THIL or Silver Crest, or the combined company, will achieve its expectations.