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): December 20, 2022
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
7.01 Regulation FD Disclosure.
On
December 20, 2022, European Lithium Limited, an Australian Public Company limited by shares (“EUR”) announced that it has
signed a binding long term lithium offtake agreement (the “Offtake Agreement”) via its wholly-owned Austrian subsidiary ECM
Lithium AT GmbH (“ECM Lithium”) with auto manufacturer Bayerische Motoren Werkte Aktiengesellschaft (“BMW”).
Upon closing of the business combination contemplated in the previously announced Agreement and Plan of Merger (the “Merger Agreement”),
dated October 24, 2022, by and among Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”), 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 the other parties thereto, ECM Lithium will become a wholly-owned subsidiary of the Company.
The
Merger Agreement was announced on Sizzle’s Current Report on Form 8-K filed with the SEC on October 25, 2022.
A
copy of the press release relating to entry into the Offtake Agreement is furnished herewith as Exhibit 99.1 and incorporated into this
Item 7.01 by reference.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
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 a proposed business combination (the “Proposed Business Combination”) among Sizzle, EUR, the Company, Pubco and Merger
Sub.
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 shareholders 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 shareholders 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. Shareholders 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. Shareholders 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.
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 Company 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 shareholders 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 November 10, 2022. 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 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 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 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 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 shareholders 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 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 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: December 21, 2022 |
|
|
4
Sizzle Acquisition (NASDAQ:SZZL)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Sizzle Acquisition (NASDAQ:SZZL)
Historical Stock Chart
Von Jul 2023 bis Jul 2024