SLCR / Silver Crest Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

SLCRU / Silver Crest Acquisition Corporation Unit / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-26sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* SILVER CREST ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39890 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

Amendment No. 4 to Agreement and Plan of Merger, dated as of August 30, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Silver Crest Acquisition Corporation on August 30, 2022).

Exhibit 2.1 AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of August 30, 2022 by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (?Merger Sub?), and Silver Crest Acqui

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

Sparkling Results From Tims China Summer Livestream Campaign Marketing campaign with Douyin generates over RMB 20 million of sales in one month

425 1 tm2223317d1425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 Sparkling Results From Tims China Summer Livestream Campaign Marketing campaign with Douyin generates over RMB 20 million of sales in one month Shanghai – August 12, 2022 – TH International Limited, the ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39890 SILVER CREST AC

Popeyes® and Cartesian Announce Entry into Non-Binding Term Sheet for Exclusive Development Rights in China

Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No.

Filed by Silver Crest Acquisition Corp

425 1 tm2222939d1425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 Tim Hortons China Brews Up Explosive Growth Plan Using Tech and Localization The Bamboo Works August 9, 2022 The soon-to-be U.S.-listed coffee chain is aiming for 2,750 Chinese stores by 2026, equal to nea

Tims China Announces New Tencent E-sports Shop in Shanghai Offering immersive coffee + e-sports digital experiences to Gen Z customers

425 1 tm2125996d53425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 Tims China Announces New Tencent E-sports Shop in Shanghai Offering immersive coffee + e-sports digital experiences to Gen Z customers Shanghai – August 4, 2022 – TH International Limited, the exclusive o

Tims China and Easy Joy Open Three Tims Coffee Shops in Beijing

425 1 tm2125996d52425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 Tims China and Easy Joy Open Three Tims Coffee Shops in Beijing Shanghai – August 1, 2022 – TH International Limited, the exclusive operator of Tim Hortons coffee shops in China (“Tims China”), today anno

Tims China Announces Collaboration with Easy Joy Convenience Stores Tims China and Sinopec’s Easy Joy, which operates a network of over 27,800 convenience stores in China, are partnering to sell ready-to-drink Tims coffee products and explore opening

425 1 tm2125996d51425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 Tims China Announces Collaboration with Easy Joy Convenience Stores Tims China and Sinopec’s Easy Joy, which operates a network of over 27,800 convenience stores in China, are partnering to sell ready-to-

Silver Crest Acquisition Corporation Announces Effectiveness of Registration Statement and August 18, 2022 Extraordinary General Meeting of Shareholders to Approve Business Combination with TH International Limited

425 1 tm2125996d50425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 Silver Crest Acquisition Corporation Announces Effectiveness of Registration Statement and August 18, 2022 Extraordinary General Meeting of Shareholders to Approve Business Combination with TH Internation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 tm2125996-48defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 SILVER CRES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of (

Amendment No. 3 to Agreement and Plan of Merger, dated as of June 27, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Silver Crest Acquisition Corporation on June 27, 2022).

Exhibit 2.1 ? AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER ? This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of June?27, 2022 by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (?Merger Sub?), and Silver Crest Acq

Filed by Silver Crest Acquisition Corp

Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Silver Crest Acquisition Corp

425 1 tm2125996d25425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 On April 29, 2022, TH International Limited (“THIL”) filed certain financial information (the “Financial Statements”) as required by the Singapore Exchange Limited. The Financial Statements are available

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

Promissory Note, dated as of April 11, 2022, between Silver Crest Acquisition Corporation and Silver Crest Management LLC.

Exhibit 2.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY T

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

Silver Crest Acquisition Corporation PFIC Annual Statement

Exhibit 99.1 Silver Crest Acquisition Corporation PFIC Annual Statement Entity Name: Silver Crest Acquisition Corporation Silver Crest Acquisition Corporation (the "Company") may be considered a ?passive foreign investment company? (?PFIC?) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a "Shareholder") to make an election under S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities.*

? Exhibit 4.5 ? DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Silver Crest Acquisition Corp. (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by referen

Tims China Confirms Financing Commitment Additional commitment to purchase up to $100 million of ordinary shares by an affiliate of Cantor Fitzgerald to fund Tims China’s 5-year business plan

425 1 tm2125996d21425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. 333-259743 Tims China Confirms Financing Commitment Additional commitment to purchase up to $100 million of ordinary shares by an affiliate of Cantor Fitzgerald to fund Tims China’s 5-year business plan SHANGHAI, March

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 11, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and TH International Limited, a Cayman Islands exempted company (the ?Company?). For purposes of this Agreement, references to the ?Company? shall also i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

ORDINARY SHARE PURCHASE AGREEMENT

Exhibit 99.1 Execution Version ORDINARY SHARE PURCHASE AGREEMENT This ORDINARY SHARE PURCHASE AGREEMENT is made and entered into as of March 11, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and TH International Limited, a Cayman Islands exempted company (including any successor entity, the ?Company?). RECITALS WHEREAS,

ORDINARY SHARE PURCHASE AGREEMENT

Exhibit 99.1 Execution Version ORDINARY SHARE PURCHASE AGREEMENT This ORDINARY SHARE PURCHASE AGREEMENT is made and entered into as of March 11, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and TH International Limited, a Cayman Islands exempted company (including any successor entity, the ?Company?). RECITALS WHEREAS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 SILVER CRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 11, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and TH International Limited, a Cayman Islands exempted company (the ?Company?). For purposes of this Agreement, references to the ?Company? shall also i

EQUITY SUPPORT AGREEMENT

Exhibit 99.2 EQUITY SUPPORT AGREEMENT This EQUITY SUPPORT AGREEMENT (this ?Equity Support Agreement?) is entered into on March 8, 2022, by and between the subscribers set forth on Schedule B hereto (individually, a ?Subscriber? and collectively, the ?Subscribers?) and TH International Limited, a Cayman Islands exempted company (the ?Issuer?, which, for the avoidance of doubt, shall include the ent

Tims China Announces Additional Financing Investor-Friendly Changes to Merger Agreement Additional financings of up to $194.5 million from institutional investors to fully fund Tims China’s 5-year business plan Adjustments to the Merger Agreement, in

Exhibit 99.3 Tims China Announces Additional Financing and Investor-Friendly Changes to Merger Agreement Additional financings of up to $194.5 million from institutional investors to fully fund Tims China’s 5-year business plan Adjustments to the Merger Agreement, including lower entry valuation of $1.4 billion SHANGHAI, March 9, 2022 – TH International Limited (“Tims China” or the “Company”) and

Amendment No. 2 to Agreement and Plan of Merger, dated as of March 9, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Silver Crest Acquisition Corporation on March 9, 2022).

Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of March 9, 2022 by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (?Merger Sub?), and Si

SUBSCRIPTION AGREEMENT

Exhibit 99.1 CONFIDENTIAL SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Subscription Agreement?) is entered into this [?] day of March, 2022, by and among TH International Limited, an exempted company incorporated under the laws of the Cayman Islands with the registered address at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 SILVER CRES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of i

Tims China Announces Additional Financing Investor-Friendly Changes to Merger Agreement Additional financings of up to $194.5 million from institutional investors to fully fund Tims China’s 5-year business plan Adjustments to the Merger Agreement, in

Exhibit 99.3 Tims China Announces Additional Financing and Investor-Friendly Changes to Merger Agreement Additional financings of up to $194.5 million from institutional investors to fully fund Tims China?s 5-year business plan Adjustments to the Merger Agreement, including lower entry valuation of $1.4 billion SHANGHAI, March 9, 2022 ? TH International Limited (?Tims China? or the ?Company?) and

SUBSCRIPTION AGREEMENT

Exhibit 99.1 CONFIDENTIAL SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Subscription Agreement?) is entered into this [?] day of March, 2022, by and among TH International Limited, an exempted company incorporated under the laws of the Cayman Islands with the registered address at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman

EQUITY SUPPORT AGREEMENT

Exhibit 99.2 EQUITY SUPPORT AGREEMENT This EQUITY SUPPORT AGREEMENT (this ?Equity Support Agreement?) is entered into on March 8, 2022, by and between the subscribers set forth on Schedule B hereto (individually, a ?Subscriber? and collectively, the ?Subscribers?) and TH International Limited, a Cayman Islands exempted company (the ?Issuer?, which, for the avoidance of doubt, shall include the ent

Amendment No. 2 to Agreement and Plan of Merger*, dated as of March 9, 2022.

Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of March 9, 2022 by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (?Merger Sub?), and Si

Amendment No. 1 to Voting and Support Agreement**, dated as of March 9, 2022.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT This AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT (this ?Amendment?) is entered into as of March 9, 2022, by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (?SPAC?), and Silver Crest Management LLC, Cayman

Amendment No. 1 to Voting and Support Agreement, dated as of March 9, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Silver Crest Acquisition Corporation on March 9, 2022).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT This AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT (this ?Amendment?) is entered into as of March 9, 2022, by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (?SPAC?), and Silver Crest Management LLC, Cayman

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of i

HK:SLCR / Silver Crest Acquisition Corp / CITADEL ADVISORS LLC - SILVER CREST ACQUISITION CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Silver Crest Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Secur

JOINT FILING AGREEMENT February 11, 2022

EX-99.1 2 ea155177ex99-1silver.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Sect

SLCRU / Silver Crest Acquisition Corporation Unit / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Silver Crest Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G81355110 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

Amendment No. 1 to Agreement and Plan of Merger, dated as of January 30, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Silver Crest Acquisition Corporation on January 31, 2022).

Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of January 30, 2022 by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (?Merger Sub?), and Silver Crest Acqu

SLCRU / Silver Crest Acquisition Corporation Unit / Pacific Alliance Group Ltd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Silver Crest Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G81355110(1) (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the ap

Identification of Relevant Subsidiaries

EXHIBIT 99.2 Identification of Relevant Subsidiaries Four entities, namely, (i) PAG Quantitative Strategies Trading Limited, (ii) PAG S Class Public Pooled L.P., (iii) PAG Asia Opportunity B Public Pooled LP, and (iv) PAG Capital Structure Opportunity Fund LP (the ?holders?) purchased and hold an aggregate of 1,613,700 Class A ordinary shares and 837,799 whole redeemable warrants issued by Silver

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2022 SILVER C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2022 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction o

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A or

Tim Hortons targets aggressive growth in China even as Ottawa-Beijing relations remain delicate

Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No.

Tim Hortons China Raises $50 Million in Pre-Merger Financing

Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction

Tims China Announces Pre-merger Financing and PIPE Commitments $50 million capital injection supports THIL’s continued robust growth; Initial PIPE commitments support merger with Silver Crest

Exhibit 99.1 Tims China Announces Pre-merger Financing and PIPE Commitments $50 million capital injection supports THIL?s continued robust growth; Initial PIPE commitments support merger with Silver Crest Shanghai ? December 13, 2021 ? TH International Limited (?THIL? or ?Tims China?) announced today a significant pre-merger financing round by a leading global asset manager (the ?Investor?). In ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 SILVER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction

Tims China Announces Strategic Partnership with METRO China Agreement further contributes to Tims China’s robust expansion

Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No.

Filed by Silver Crest Acquisition Corp

425 1 tm2134045d2425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. 333-259743 Tim Hortons China to open coffee shops in Metro's China stores Reuters By Sophie Yu and Brenda Goh Nov 29, 2021 BEIJING, Nov 29 (Reuters) - The Chinese arm of Canadian coffee chain Tim Hortons said on Monday i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Silver Crest Acquisition Corp

Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No.

Tims China Opens 300th Coffee Shop Milestone event marks Tims China’s continued rapid expansion

425 1 tm2130943d1425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. 333-259743 Tims China Opens 300th Coffee Shop Milestone event marks Tims China’s continued rapid expansion Shanghai – October 27, 2021 – TH International Limited (together with its wholly owned subsidiaries, “THIL” or “T

▪ Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 ▪ Subject Company: TH International Ltd ▪ Commission File No. 333-259743

▪ Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 ▪ Subject Company: TH International Ltd ▪ Commission File No.

October 2021 Investment Overview Tim Hortons China (“Tims”) ▪ Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 ▪ Subject Company: TH International Ltd ▪ Commission File No. 333-259743 1 Tim Hortons China at

▪ Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 ▪ Subject Company: TH International Ltd ▪ Commission File No.

JOINT FILING AGREEMENT

EX-99.1 2 tm2126018d2ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Silver Crest Acquisition Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule

HK:SLCR / Silver Crest Acquisition Corp / CITADEL ADVISORS LLC - SILVER CREST ACQUISITION CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Silver Crest Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8

THIL Shareholder Lock-Up and Support Agreement, dated as of August 13, 2021

EX-10.3 5 tm2124848d4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the persons list

Sponsor Lock-Up Agreement, dated as of August 13, 2021

EX-10.2 4 tm2124848d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT Execution Version This Sponsor Lock-Up Agreement (this “Agreement”) is made and entered into as of August 13, 2021, by and between TH International Limited, a Cayman Islands exempted company (the “Company”), and Silver Crest Management LLC, a Cayman Islands limited liability company (“Sponsor”). WHEREAS, capitalize

Sponsor Voting and Support Agreement, dated as of August 13, 2021

EX-10.1 3 tm2124848d4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Silver Crest Management

Agreement and Plan of Merger, dated as of August 13, 2021, by and among TH International Limited, Miami Swan Ltd and Silver Crest Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by Silver Crest Acquisition Corporation on August 19, 2021).

EX-2.1 2 tm2124848d3ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among TH International Limited, Miami Swan Ltd, and Silver Crest Acquisition Corporation dated as of August 13, 2021 Table of Contents Page Article I Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 16 Section 1.03 Table of Defined Terms 17 Article II Share Split; T

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K/A, filed

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 202[?] by and among (i) TH International Limited, a Cayman Islands exempted company (including any successor entity thereto, the ?Company?), and (ii) the undersigned parties listed as ?Investors? on the signature page hereto (each, an ?Investor? and collectively, the ?Investo

Sponsor Lock-Up Agreement, dated as of August 13, 2021, by and between TH International Limited and Silver Crest Management LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed by Silver Crest Acquisition Corporation on August 19, 2021).

Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT Execution Version This Sponsor Lock-Up Agreement (this ?Agreement?) is made and entered into as of August 13, 2021, by and between TH International Limited, a Cayman Islands exempted company (the ?Company?), and Silver Crest Management LLC, a Cayman Islands limited liability company (?Sponsor?). WHEREAS, capitalized terms used but not otherwise defined in thi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or o

Form of Registration Rights Agreement

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 202[●] by and among (i) TH International Limited, a Cayman Islands exempted company (including any successor entity thereto, the “Company”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investo

Agreement and Plan of Merger, dated as of August 13, 2021

EX-2.1 2 tm2124848d4ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among TH International Limited, Miami Swan Ltd, and Silver Crest Acquisition Corporation dated as of August 13, 2021 Table of Contents Page Article I Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 16 Section 1.03 Table of Defined Terms 17 Article II Share Split; T

Sponsor Voting and Support Agreement, dated as of August 13, 2021 (incorporated by reference to Exhibit 10.1 to the

EX-10.1 3 tm2124848d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Silver Crest Management

Lock-Up and Support Agreement, dated as of August 13, 2021, by and among TH International Limited, Silver Crest Acquisition Corporation and the shareholders of TH International Limited (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K/A filed by Silver Crest Acquisition Corporation on August 19, 2021).

EX-10.3 5 tm2124848d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the persons list

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Augus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 SILVER CR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

Transcript of Tim Hortons China Investor Presentation Video

EX-99.2 3 tm2124848d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Transcript of Tim Hortons China Investor Presentation Video PARTICIPANTS Liang (Leon) Meng, Chairman and Chief Executive Officer, Ascendent Capital Partners; Chairman, Silver Crest Acquisition Corporation Peter Yu, Managing Partner, Cartesian Capital Group; Chairman, Tim Hortons China Yongchen Lu, Chief Executive Officer, Tim Hortons China

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98-1559547 (State or other jurisdiction of

August 2021 Data Protection Protocols & Compliance Tim Hortons China

EX-99.3 4 tm2124848d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 August 2021 Data Protection Protocols & Compliance Tim Hortons China Background : • On July 10, 2021, the Office of the Central Cyberspace Affairs Commission and the Office of Cybersecurity Review under the Cyberspace Administration of China (“CAC”) released a discussion draft of the amendment to the Cybersecurity Review Measures (“New Rule

June 2021 Investor Presentation Tim Hortons China (“Tims”)

EX-99.1 2 tm2124848d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 June 2021 Investor Presentation Tim Hortons China (“Tims”) 1 Disclaimer and Risk Factors 1 The information provided in this presentation pertaining to the proposed business combination (the “ Business Combination ”) between TH International Limited (together with its subsidiaries, “ THIL ”) and Silver Crest Acquisition Corporation (“ Silver

June 2021 Investor Presentation Tim Hortons China (“Tims”)

Exhibit 99.1 June 2021 Investor Presentation Tim Hortons China (?Tims?) 1 Disclaimer and Risk Factors 1 The information provided in this presentation pertaining to the proposed business combination (the ? Business Combination ?) between TH International Limited (together with its subsidiaries, ? THIL ?) and Silver Crest Acquisition Corporation (? Silver Crest ?) is being delivered for informationa

Transcript of Tim Hortons China Investor Presentation Video

EX-99.2 3 tm2124848d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Transcript of Tim Hortons China Investor Presentation Video PARTICIPANTS Liang (Leon) Meng, Chairman and Chief Executive Officer, Ascendent Capital Partners; Chairman, Silver Crest Acquisition Corporation Peter Yu, Managing Partner, Cartesian Capital Group; Chairman, Tim Hortons China Yongchen Lu, Chief Executive Officer, Tim Hortons China

August 2021 Data Protection Protocols & Compliance Tim Hortons China

EX-99.3 4 tm2124848d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 August 2021 Data Protection Protocols & Compliance Tim Hortons China Background : • On July 10, 2021, the Office of the Central Cyberspace Affairs Commission and the Office of Cybersecurity Review under the Cyberspace Administration of China (“CAC”) released a discussion draft of the amendment to the Cybersecurity Review Measures (“New Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER 001-39890 CUSIP NUMBER G81355110 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended:

Audit Committee Charter.*

EX-99.1 6 a21-110511ex99d1.htm EX-99.1 Exhibit 99.1 AUDIT COMMITTEE CHARTER SILVER CREST ACQUISITION CORPORATION PURPOSE The purpose of the Audit Committee of the board of directors (the “Board”) of Silver Crest Acquisition Corporation (the “Company”) is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements. In fulfilling its pur

Nominating Committee Charter.*

Exhibit 99.3 NOMINATING COMMITTEE CHARTER SILVER CREST ACQUISITION CORPORATION PURPOSE The purpose of the Nominating Committee of the board of directors (the ?Board?) of Silver Crest Acquisition Corporation (the ?Company?) is to assist the Board with oversight of the director nominations process and the Company?s corporate governance. MEMBERSHIP Size: The Nominating Committee shall consist of thre

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39890 S

Code of Business Conduct and Ethics.*

EX-14 2 a21-110511ex14.htm EX-14 Exhibit 14 CODE OF ETHICS SILVER CREST ACQUISITION CORPORATION The Board of Directors (the “Board”) of Silver Crest Acquisition Corporation (together with its subsidiaries, the “Company”) has adopted this Code of Ethics (the “Code”) in order to deter wrongdoing and promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflict

Compensation Committee Charter.*

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER SILVER CREST ACQUISITION CORPORATION PURPOSE The purpose of the Compensation Committee (the ?Compensation Committee?) of the board of directors (the ?Board?) of Silver Crest Acquisition Corporation (the ?Company?) is to assist the Board with oversight of executive compensation. MEMBERSHIP Size: The Compensation Committee shall consist of two or more memb

Silver Crest Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on March 8, 2021

EX-99.1 2 a21-89471ex99d1.htm EX-99.1 Exhibit 99.1 Silver Crest Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on March 8, 2021 NEW YORK, NY, March 8, 2021 — Silver Crest Acquisition Corporation (NASDAQ : SLCRU) (the “Company”) announced today that, commencing on March 8, 2021, holders of the 34,500,000 units sold in the Company’s ini

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39890 98- 1559547 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Silver Crest Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Silver Crest Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G81355110 (CUSIP Number) January 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Joint Filing Agreement (filed herewith).

EX-99.1 2 ea134151ex99-1provide.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT January 28, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Sect

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 00

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A or

Identification of Relevant Subsidiaries

EX-99.2 3 a21-40351ex99d2.htm EX-99.2 EXHIBIT 99.2 Identification of Relevant Subsidiaries Three entities, namely, (i) PAG Quantitative Strategies Trading Limited, (ii) PAG S Class Public Pooled L.P., and (iii) PAG Asia Opportunity B Public Pooled LP (the “holders”) purchased and hold an aggregate of 1,593,000 units issued by Silver Crest Acquisition Corporation (the “Issuer”). Each unit consists

SILVER CREST ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

EX-99.1 2 a21-38951ex99d1.htm EX-99.1 Exhibit 99.1 SILVER CREST ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of January 19, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Silver Crest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Silver Crest Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G81355110(1) (CUSIP Number) January 14, 2021 (Date of Event which Requires Filing of this Statement) Check the appr

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 SILVER CREST ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 00

Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 20, 2021).

EX-10.1 5 a20-3256715ex10d1.htm EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 13, 2021, is entered into by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Compan

Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 20, 2021).

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SILVER CREST ACQUISITION CORPORATION (Adopted by Special Resolution dated 8 January 2021) i Filed: 08-Jan-2021 16:04 EST Auth Code: C78606661058 www.verify.gov.ky File#: 365811 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY L

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors

EX-10.4 8 a20-3256715ex10d4.htm EX-10.4 Exhibit 10.4 January 13, 2021 Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into between Silver Crest

Investment Management Trust Account Agreement between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 20, 2021).

EX-10.2 6 a20-3256715ex10d2.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2021 by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee

Administrative Services Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 20, 2021).

EX-10.5 9 a20-3256715ex10d5.htm EX-10.5 Exhibit 10.5 SILVER CREST ACQUISITION CORPORATION Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong January 13, 2021 Silver Crest Management LLC Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of t

Registration and Shareholder Rights Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 20, 2021).

EX-10.3 7 a20-3256715ex10d3.htm EX-10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2021, is made and entered into by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Silver Crest Management LLC, a Cayman Islands limited liability company (

Warrant Agreement between the Company and Continental Stock Transfer & Trust Company

EX-4.1 4 a20-3256715ex4d1.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT SILVER CREST ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 13, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 13, 2021, is by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a Ne

Underwriting Agreement between the Company and UBS Securities LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 20, 2021).

EX-1.1 2 a20-3256715ex1d1.htm EX-1.1 Exhibit 1.1 SILVER CREST ACQUISITION CORPORATION 30,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT January 13, 2021 UNDERWRITING AGREEMENT January 13, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 As Representative of the Underwriters Ladies and Gentlemen: Silver Crest Acquisition Corporation, a Cayman Islands exempted company (

Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251655 and 333-252085 Silver Crest Acquisition Corporation $300,000,000 30,000,000 Units Silver Crest Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business c

- S-1MEF

As filed with the United States Securities and Exchange Commission on January 13, 2021 under the Securities Act of 1933, as amended.

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SILVER CREST ACQUISITION CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1559547 (State or other jurisdiction of incorporation or organization) (I.

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Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong January 11, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

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January 11, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT SILVER CREST ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant ag

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

EX-10.2 12 a2242517zex-102.htm EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Silver Crest Management LLC, a Cayman Islands limited liability company (the “Spo

Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-251655) filed on December 23, 2020).

Table of Contents As filed with the U.S. Securities and Exchange Commission on December 23, 2020 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Silver Crest Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or org

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are p

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

EX-10.8 18 a2242517zex-108.htm EX-10.8 Exhibit 10.8 [•], 2021 Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into between Silver Crest Acquisi

Securities Subscription Agreement, dated September 28, 2020, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on December 23, 2020).

Exhibit 10.7 Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong Silver Crest Management LLC September 28, 2020 Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Silver Crest Management LLC, a Cayman Islands limited liability compan

Consent of Wei Long

EX-99.3 22 a2242517zex-993.htm EX-99.3 Exhibit 99.3 CONSENT OF WEI LONG Silver Crest Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended,

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Silver Crest Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP G81355128 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SILVER CREST ACQUISITION CORPORATION (Adopted by Special Resolution dated 28 September 2020) i THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMTED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SILVER CREST ACQUISITIO

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Silver Crest Management LLC, a Cayman

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Silver Crest Acquisition Corporation CERTAIN DEFINITIONS CUSIP G81355110 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per shar

Consent of Mei Tong

Exhibit 99.4 CONSENT OF MEI TONG Silver Crest Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bein

Consent of Andy Byrant

Exhibit 99.1 CONSENT OF ANDY BRYANT Silver Crest Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b

Form of Underwriting Agreement.

EXHIBIT 1.1 SILVER CREST ACQUISITION CORPORATION 25,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT [], 2021 UNDERWRITING AGREEMENT [], 2021 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 As Representative of the Underwriters Ladies and Gentlemen: Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the und

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 SILVER CREST ACQUISITION CORPORATION Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong [·], 2021 Silver Crest Management LLC Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration St

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES SILVER CREST ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G81355128 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF SILVER CREST ACQUISITION CORPORATION (T

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration stateme

Form of Second Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SILVER CREST ACQUISITION CORPORATION (Adopted by Special Resolution dated [ ] 2020) i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SILVER CREST ACQU

Promissory Note, dated as of September 28, 2020, between the Registrant and the Sponsor.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Steeve Hagege

EX-99.2 21 a2242517zex-992.htm EX-99.2 Exhibit 99.2 CONSENT OF STEEVE HAGEGE Silver Crest Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amen

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Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on October 9, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGIS