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): February 6,
2024
SIZZLE ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41005 |
|
85-3418600 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
4201 Georgia Avenue, NW
Washington, DC |
|
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) |
|
Name of Each Exchange on Which Registered |
| Units, each consisting of one share of common stock and one-half of one redeemable warrant |
|
SZZLU |
|
The Nasdaq Stock Market LLC |
| Common stock, par value $0.0001 per share |
|
SZZL |
|
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 |
|
SZZLW |
|
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
8.01 Other Events.
On
February 6, 2024, Sizzle Acquisition Corp. (“Sizzle”) issued a press release announcing that its special meeting of stockholders
(the “Meeting”) to approve its proposed initial business combination, which was scheduled for February 9, 2024, has been postponed
to 10:00 a.m. Eastern Time, on Thursday, February 15, 2024. At the Meeting, stockholders of Sizzle will be asked to vote on
proposals to approve, among other things, its proposed initial business combination with European Lithium Limited, an Australian Public
Company limited by shares (ASX: EUR) (“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”) and Project Wolf Merger Sub Inc., a Delaware corporation and
a direct, wholly-owned subsidiary of Pubco (the “Proposed Business Combination”). There is no change to the location, the
record date, the purpose or any of the proposals to be acted upon at the Meeting.
The
reason for the postponement is that EUR and Sizzle are engaged in negotiations regarding potential investments from investors in connection
with the closing of the Proposed Business Combination.
As
a result of this change, the Meeting will now be held at 10:00 a.m. Eastern Time on Thursday, February 15, 2024, via the live
webcast at https://www.cstproxy.com/sizzlespac/2024. The record date for holders of Sizzle’s common stock for voting in the Meeting
remains December 26, 2023 (the “Record Date”).
Also
as a result of this change, Sizzle’s stockholders may submit publicly held shares of Sizzle’s common stock for redemption
in connection with the Proposed Business Combination until the extended deadline of 5:00 p.m. Eastern Time on Tuesday, February 13, 2024,
whether or not such stockholders hold shares as of the Record Date. Stockholders who wish to withdraw their previously submitted
redemption requests may do so prior to the Meeting by requesting Sizzle’s transfer agent Continental Stock Transfer & Trust
Company to return such shares.
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 the Proposed Business Combination.
In
connection with the Proposed Business Combination, Pubco has filed a registration statement on Form F-4 with the SEC, which includes a
definitive 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”). The Registration Statement has been declared
effective as of December 27, 2023. The definitive proxy statement/prospectus and other relevant documents have been mailed to the stockholders
of Sizzle as of December 26, 2023, the record date, and contains 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 Company and
the Proposed Business Combination. Stockholders and other interested persons will also be able to obtain copies of the definitive proxy
statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, 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.
Participants in the Solicitation
Sizzle,
EUR, Pubco and the 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 the Registration Statement
and definitive proxy statement filed on December 28, 2023. 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 are and will be set
forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement, which Pubco 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 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 stockholders of Sizzle or EUR; the
occurrence of any event, change or other circumstance that could give rise to the termination of the business combination 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’s 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.
| |
SIZZLE ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Steve Salis |
| |
Name: |
Steve Salis |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: February 6, 2024 |
|
|
4
Exhibit 99.1
SIZZLE ACQUISITION CORP. ANNOUNCES POSTPONEMENT
OF
SPECIAL MEETING OF STOCKHOLDERS ON
PROPOSED BUSINESS COMBINATION
WASHINGTON, D.C., February 6, 2024 – Sizzle
Acquisition Corp. (Nasdaq: SZZL) (“Sizzle”) announced today that it has postponed its special meeting of stockholders (the
“Meeting”) to approve its proposed initial business combination, which was scheduled for February 9, 2024, to 10:00
a.m. Eastern Time, on Thursday, February 15, 2024. At the Meeting, stockholders of Sizzle will vote on proposals, as set forth in
Sizzle’s definitive proxy statement/prospectus dated December 27, 2023 and filed with the U.S. Securities and Exchange Commission
on December 28, 2023, and its related public filings, to approve, among other things, its proposed initial business combination with European
Lithium Limited, an Australian Public Company limited by shares (ASX: EUR) (“European Lithium”), European Lithium AT (Investments)
Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly owned subsidiary of European Lithium (“EUR
BVI”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Critical Metals”)
and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Critical Metals (the “Proposed
Business Combination”). There is no change to the location, the record date, the purpose or any of the proposals to be acted upon
at the Meeting.
The reason for the postponement is that EUR and
Sizzle are engaged in negotiations regarding potential investments from investors in connection with the closing of the Proposed Business
Combination.
As a result of this change, the Meeting will now
be held at 10:00 a.m. Eastern Time on Thursday, February 15, 2024, via the live webcast at https://www.cstproxy.com/sizzlespac/2024.
The record date for holders of Sizzle’s common stock for voting in the Meeting remains December 26, 2023 (the “Record Date”).
Also as
a result of this change, Sizzle’s stockholders may submit publicly held shares of Sizzle’s common stock for redemption in
connection with the Proposed Business Combination until the extended deadline of 5:00 p.m. Eastern Time on Tuesday, February 13, 2024,
whether or not such stockholders hold shares as of the Record Date. Stockholders who wish to withdraw their previously submitted
redemption requests may do so prior to the Meeting by requesting Sizzle’s transfer agent Continental Stock Transfer& Trust Company
to return such shares.
If stockholders
have any questions or need assistance please call Sizzle’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA
98198; (877) 870-8565 (toll free) or (206) 870-8565 (collect); or by email at ksmith@advantageproxy.com.
ABOUT SIZZLE ACQUISITION CORP.
Sizzle is a blank check company formed for the
purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities. Sizzle is led by Chairman and CEO Steve Salis and Vice Chairman Jamie Karson.
In addition, Sizzle’s board of directors is comprised of: Steve Salis, Jamie Karson, Carolyn Trabuco, Karen Kelley, David Perlin
and Warren Thompson; and board advisors are comprised of: Rick Camac, Kevin Mulcahey and Geovannie Concepcion. For more information, please
visit https://sizzlespac.com/home/default.aspx.
ABOUT CRITICAL METALS CORP.
At the closing of the Proposed Business Combination,
announced on October 24, 2022, between EUR BVI, a wholly owned subsidiary of European Lithium, and Sizzle, Critical Metals is expected
to be a leading lithium mining company. Critical Metals is expected to own the Wolfsberg Lithium Project, as well as a 20% interest in
additional Austrian projects currently held by European Lithium Ltd. For more information, please visit https://criticalmetalscorp.com/.
ABOUT EUROPEAN LITHIUM LTD
European Lithium is a mineral exploration and
development company, which owns the Project located in Carinthia, 270 km south of Vienna, Austria, via its wholly owned subsidiary, EUR
BVI. European Lithium’s primary listing is on the Australian Securities Exchange (ASX: EUR) and it is also listed in Frankfurt (FRA:
PF8) and USA (OTC-QB: EULIF). The Project is strategically located in Central Europe with access to established road and rail infrastructure
to distribute lithium products to the major lithium consuming countries of Europe. For more information, please visit https://europeanlithium.com/.
ADDITIONAL INFORMATION
AND WHERE TO FIND IT
This press release 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 proxy statement to be sent to Sizzle stockholders
and a prospectus for the registration of Critical Metals’ securities in connection with the Proposed Business Combination (as amended
from time to time, the “Registration Statement”). The definitive proxy statement/prospectus and other relevant documents have
been mailed to the stockholders of Sizzle as of December 26, 2023, the Record Date for voting on the Proposed Business Combination as
set forth in such proxy statement/prospectus and contains important information about the Proposed Business Combination and related matters.
Stockholders of Sizzle and other interested persons are advised to read, when available, these materials (including any amendments or
supplements thereto) and any other relevant documents, because they will contain important information about Sizzle, Critical Metals,
European Lithium and EUR BVI and the Proposed Business Combination. Stockholders and other interested persons will also be able to obtain
copies of the definitive proxy statement/prospectus and other relevant materials in connection with the Proposed Business Combination,
without charge, 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 press release in each case is not incorporated by reference into, and is not a part of, this press release.
PARTICIPANTS IN THE
SOLICITATION
This press release is not a solicitation of a
proxy from any investor or securityholder. Sizzle, European Lithium, Critical Metals and EUR BVI 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 stockholders and other interested persons may obtain, without charge, more detailed information regarding
the directors and officers of Sizzle in the Registration Statement and the definitive proxy statement filed on December 28, 2023. To the
extent that holdings of Sizzle’s securities by relevant reporting persons such as officers or directors as applicable, have changed
since the amounts included in Sizzle’s Form 10-K, or proxy statements, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. 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 is set forth in the
proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement. Additional information regarding
the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination is likewise included
in that Registration Statement. You may obtain free copies of these documents as described above.
NO OFFER OR SOLICITATION
This press release 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 press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle’s,
Critical Metals’, and European Lithium’s and/or EUR BVI’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 press release. 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.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the future financial performance
of Critical Metals; the growing global market demand for lithium-ion batteries and their raw material; Critical Metals’ liquidity
requirements and capital resources; 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, European Lithium or EUR BVI 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; the occurrence of any event, change or other circumstance that could give rise to the termination of the
business combination 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 European Lithium’s and EUR BVI’s business relationships, operating results, current plans and operations of European Lithium
and EUR BVI; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other
things, competition, the ability of Critical Metals to grow and manage growth profitably; the possibility that Critical Metals, European
Lithium and EUR BVI may be adversely affected by other economic, business, and/or competitive factors; Critical Metals’, European
Lithium’s and EUR BVI’s estimates 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; European Lithium’s and Critical
Metals’ ability to execute on their business plans and strategy; those factors discussed in Sizzle’s Annual Report on Form
10-K for the year ended December 31, 2022 under the heading “Risk Factors,” and other documents Sizzle has filed, or will
file, with the SEC; and other risks and uncertainties described from time to time in filings with the SEC.
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 Critical Metals 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 nor European Lithium and EUR BVI presently know, or that Sizzle and European Lithium
and/or EUR BVI 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 press release. Neither Sizzle, European Lithium, Critical Metals nor EUR BVI undertakes any obligation
to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date of this press release,
except as required by applicable law.
Sizzle Acquisition Corp.
Investor Relations
inquiries@sizzlespac.com
Sizzle Acquisition Corp.
Media
pr@sizzlespac.com
3
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