Silver Crest Management LLC 4
4 · Silver Crest Acquisition Corp · Filed Sep 30, 2022
Insider Transaction Report
Form 4
Silver Crest Management LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Ordinary Shares
2022-09-28−8,625,000→ 0 total - Exercise/Conversion
Class A Ordinary Shares
2022-09-28+8,625,000→ 8,625,000 total - Exercise/Conversion
Class B Ordinary Shares
2022-09-28−8,625,000→ 0 total→ Class A Ordinary Shares (8,625,000 underlying)
Footnotes (2)
- [F1]Pursuant to the Merger Agreement, dated August 13, 2021, as amended, by and among the Issuer, 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"), on September 28, 2022, Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of THIL, and the Issuer merged with and into THIL (the "Business Combination").
- [F2](Footnote 1 continued) As a result of the First Merger, (i) each outstanding Class B ordinary share of the Issuer was automatically converted into one Class A ordinary share of the Issuer; (ii) each issued and outstanding Class A ordinary share of the Issuer was automatically converted into the right of the holder thereof to receive one ordinary share of THIL after giving effect to a THIL share split at a ratio of 1,064.29740547038:1; and (iii) the warrants held by the Reporting Person to purchase Class A ordinary shares of the Issuer were automatically converted into a like number of warrants to purchase ordinary shares of THIL; provided that the Reporting Person agreed to forfeit half of the Class A ordinary shares and half of the warrants it had been entitled to. As a result, the Reporting Person received 4,312,500 ordinary shares of THIL and warrants to purchase 4,450,000 THIL ordinary shares in the Business Combination.