Blog: SIZZLE ACQUISITION CORP. : Regulation FD Disclosure, Other … – Marketscreener.com

Item 7.01 Regulation FD.

The information contained in Item 8.01 of this Current Report on Form 8-K is
incorporated into this Item 7.01 by reference.


Item 8.01 Other Events.


On January 20, 2023, European Lithium Limited, an Australian Public Company
limited by shares (“EUR”) announced that it held its shareholder meeting to vote
upon 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” or
“Critical Metals”), and the other parties thereto, pursuant to which each of
Sizzle and the Company would become subsidiaries of Critical Metals (the
“Business Combination”).

In such announcement, filed with the Australian Stock Exchange, EUR announced
that at its Annual General Meeting of Shareholders, held on January 20, 2023,
EUR had received its shareholders’ approval for the Business Combination

(the “EUR Shareholder Approval”).

A copy of the announcement relating to the EUR Shareholder Approval is filed
herewith as Exhibit 99.1 and incorporated into this Item 8.01 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 a proposed business
combination (the “Proposed Business Combination”) among Sizzle, EUR, the
Company, Pubco and Merger Sub.

In connection with the Proposed Business Combination, Critical Metals has filed
a registration statement on Form F-4 with the SEC, which includes a preliminary
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”). The Registration
Statement has not yet been declared effective. If and when 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 http://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 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, its Form 10-Q, filed
with the SEC on November 10, 2022 or its definitive proxy statement filed with
the SEC on January 17, 2023. 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 also set
forth in the proxy statement/prospectus for the Proposed Business Combination,
accompanying the Registration Statement that Critical Metals 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.



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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 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



Exhibit No.                                  Description
99.1            Press Release, dated January 20, 2023

104           Cover Page Interactive Data File (embedded with the Inline XRBL document).




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