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): November 17, 2023
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 1.01 Entry into a Material Definitive
Agreement.
Third Amendment to Merger Agreement
As previously disclosed by
Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) in its Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on October 28, 2022, Sizzle entered into an Agreement and Plan of Merger, dated
October 24, 2022 (as amended by that certain First Amendment to the Agreement and Plan of Merger dated January 4, 2023, that certain Second
Amendment to the Agreement and Plan of Merger dated July 7, 2023 and as may be further amended, modified or supplemented from time to
time, the “Merger Agreement”) with European Lithium Limited, an Australian Public Company limited by shares (“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 Project Wolf Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of Pubco. Pursuant to the Merger Agreement and the transactions contemplated thereby (the “Proposed
Business Combination”), each of Sizzle and the Company will become wholly-owned subsidiaries of Critical Metals. As previously
disclosed, on each of January 4, 2023, and July 7, 2023, Sizzle, EUR, the Company, Critical Metals and Merger Sub entered into that the
First Amendment to the Merger Agreement and the Second Amendment to the Merger Agreement, respectively (collectively, the “Prior
Amendments”).
On
November 17, 2023, Sizzle, EUR, the Company, Critical Metals and Merger Sub entered into that certain Third Amendment to the Merger Agreement
(the “Third Amendment”), pursuant to which the Merger Agreement was amended to clarify
that if the transactions contemplated by the Merger Agreement are completed, reimbursement for transaction expenses as provided in the
Prior Amendments may be in the form of cash, securities or other properties, and if EUR pays any Company Transaction Expenses or
SPAC Transaction Expenses (in each case as defined in the Merger Agreement) in the form of Pubco Shares, Pubco shall, as promptly as reasonably
practicable after the Closing, issue the same number of Pubco Shares to EUR. The Third Amendment
also clarifies certain recitals in the Merger Agreement.
The
foregoing description of the Third Amendment does not purport to be complete and is subject to and qualified in its entirety by reference
to the Third Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to Sponsor Support Agreement
As
previously disclosed by Sizzle in its Current Report on Form 8-K filed with the SEC on October 28, 2022, simultaneously with
the execution of the Merger Agreement, the Company, Sizzle and Sizzle’s sponsor, VO Sponsor LLC, a Delaware limited liability company
(the “Sponsor”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant
to which the Sponsor agreed to support the Business Combination and to vote all of its SPAC Shares (and any other SPAC securities owned
or acquired by the Sponsor) in favor of the Merger Agreement and the Business Combination and agreed regarding specified actions in support
of the Merger Agreement and the Proposed Business Combination.
On
November 17, 2023, the Company, Sizzle and the Sponsor entered into that certain amendment to the Sponsor Support Agreement (the
"Amendment to the Sponsor Support Agreement") to replace Section 1.8 of the existing Sponsor Support Agreement which
referenced up to 2,049,250 SPAC Shares held by the Sponsor. The Amendment to the Sponsor Support Agreement provides that the Sponsor
Shares as defined in Section 1.8 of the Amendment to the Sponsor Support Agreement shall be transferred by Sponsor to a third party
or multiple third parties who either provide financing in connection with the Transactions or who serve as an advisor in connection
with the Transactions and receive such Sponsor Shares in lieu of cash payment, as reasonably determined by Sponsor with the prior
written connect of EUR (which consent shall not be unreasonable delayed or withheld). The Amendment to the Sponsor Support Agreement
further provides, regarding any remaining Sponsor Shares which are not transferred as provided therein, Sponsor shall for no
consideration and immediately prior to the closing of the Proposed Business Combination irrevocably surrender such shares to the
treasury of Sizzle.
The
foregoing description of the Amendment to the Sponsor Support Agreement does not purport to be complete and is subject to and qualified
in its entirety by reference to the Amendment to the Sponsor Support Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find
It
This
Current Report on Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with respect
to the Proposed Business Combination.
In
connection with the Proposed Business Combination, 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. 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. Stockholders of Sizzle and other interested persons are advised to read these materials (including any amendments
or supplements thereto) and any other relevant documents, because they will contain important information about Sizzle, Critical Metals,
EUR and the Company and the Proposed Business Combination. Stockholders 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.
Participants in the Solicitation
Sizzle,
EUR, Critical Metals and the Company and their respective directors and executive officers may be deemed participants in the solicitation
of proxies from Sizzle’s stockholders in connection with the Proposed Business Combination. Sizzle’s stockholders and other
interested persons may obtain, without charge, more detailed information regarding the directors and officers of Sizzle in Sizzle’s
Annual Report on Form 10-K for the year ended December 31, 2022, as amended, filed with the SEC on March 28, 2023, or its Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 15, 2023, or its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2023, filed with the SEC on November 17, 2023 as well as information in its definitive proxy
statement filed on July 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 are and will be set forth in the proxy
statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement, which 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.
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 definitive documentation in connection with the Term Sheet or in connection with the
transactions contemplated by the Proposed Business Combination in a timely manner or at all; the risk that the transactions contemplated
by the Term Sheet and/or 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 |
2.1 |
|
Third Amendment to Agreement and Plan of Merger, dated November 17, 2023, by and among Sizzle, EUR, the Company, Pubco and the other parties thereto. |
10.1 |
|
Amendment to Sponsor Support Agreement, by and among, Sizzle, VO Sponsor, LLC and the Company, dated November 17, 2023. |
104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL document). |
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. |
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|
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By: |
/s/ Steve Salis |
|
Name: |
Steve Salis |
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Title: |
Chief Executive Officer |
|
|
|
Dated: November 21, 2023 |
|
|
Exhibit 2.1
Execution Version
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 3, dated
as of November 17, 2023 (this “Amendment”), (i) is entered into by and among European Lithium Limited, an Australian
Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“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”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo
(“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), and
(ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, the Company, PubCo, Merger Sub and SPAC,
as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 4, 2023 and Amendment No. 2 to Agreement and Plan of
Merger, dated as of July 7, 2023 (the “Merger Agreement”). Capitalized terms used but not otherwise defined
herein shall have the meanings given to such terms in the Merger Agreement.
RECITALS
WHEREAS, the parties to the
Merger Agreement desire to amend the Merger Agreement in the manner set forth below;
WHEREAS, pursuant to Section
12.13 of the Merger Agreement, the Merger Agreement may be amended at any time by execution of an instrument in writing signed on behalf
of EUR, the Company, PubCo, Merger Sub and SPAC; and
NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter set forth, intending to be legally bound hereby, it is hereby agreed as follows:
| 1. | Amendment to Recitals. Paragraph 22 of the Recitals of the Merger Agreement is hereby amended
and restated in its entirety as follows: |
“WHEREAS, as a result of
the Merger, (a) each issued and outstanding share of common stock, par value $0.0001 per share of SPAC (each, a “SPAC Share”)
(other than any Excluded SPAC Shares) shall no longer be outstanding and shall automatically be converted into the right of the holder
thereof to receive one (1) PubCo Share and (b) each outstanding whole SPAC Warrant shall be assumed by PubCo and will be thereafter exercisable,
in accordance with the terms of the Assumed Warrant Agreement, for one (1) PubCo Share; and”
| 2. | Amendment to Section 12.11. Section 12.11 of the Merger Agreement is hereby amended and restated
in its entirety to read as follows: |
Except with respect to SPAC Expense Reimbursement
or Company Expense Reimbursement as expressly set forth in Section 11.2 and with respect to any amounts payable in accordance with Section
8.3(c), each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation
and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions; provided that
all fees in connection with any antitrust or regulatory filings made prior to the Closing, including any filing fee to ASX, and all registration
fees or filing fees payable to the SEC, Nasdaq or any other Governmental Entity, in each case of the foregoing in connection with the
Transactions, will be borne by SPAC ; provided further that if the Transactions are consummated, PubCo shall be responsible
for all SPAC Transaction Expenses and Company Transaction Expenses and shall reimburse EUR for all Company Transaction Expenses incurred
or paid by EUR, whether prior to, at or after the Closing; provided further, that if EUR pays any Company Transaction Expenses or SPAC
Transaction Expenses in the form of Pubco Shares, Pubco shall, as promptly as reasonably practicable after the Closing, issue the same
number of Pubco Shares to EUR.
| 3. | Amendment to Section 13.2. The definition of “Company Transaction Expenses” under Section
13.2 is hereby amended and restated in its entirety to read as follows: |
“Company Transaction Expenses”
means the fees and expenses incurred by EUR or the Company (including its direct and indirect equity holders) and the other Group Companies
in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Agreements and the consummation
of the Transactions or any similar transactions or other strategic processes, in each case whether in the form of cash, securities or
other properties, including: (i) the fees and disbursements of outside counsel to EUR or any of its Subsidiaries (including its direct
and indirect equity holders); (ii) the fees and expenses of accountants to EUR or any of its Subsidiaries; (iii) the fees and expenses
of other advisers to EUR or any of its Subsidiaries; and (iv) the fees and disbursements of bona fide third-party investment bankers and
financial advisors to EUR or any of its Subsidiaries.
| 4. | Amendment to Section 13.2. The definition of “SPAC Transaction Expenses” under Section
13.2 is hereby amended and restated in its entirety to read as follows: |
“SPAC Transaction Expenses”
means the fees and expenses incurred by SPAC in connection with the preparation, negotiation and execution of this Agreement and the other
Transaction Agreements and the consummation of the Transactions, in each case whether in the form of cash, securities or other properties,
including: (i) the fees and disbursements of outside counsel to SPAC; (ii) the fees and expenses of accountants to SPAC; (iii) the fees
and expenses of the consultants and other advisors to SPAC; (iv) the fees and disbursements of bona fide third-party investment bankers
and financial advisors to SPAC; (v) any Indebtedness of SPAC owed to any of SPAC’s officers, directors or Sponsor, or their respective
shareholders or Affiliates, or any other party; (vi) any other administrative and operating expenses, including any and all Tax obligations,
in each instance, of SPAC and (vii) Extension Expenses.
| 5. | Confirmation of Other Provisions. Except as expressly modified or amended herein, all other terms
and provisions of the Merger Agreement remain unchanged and shall continue in full force and effect. This Amendment, along with the Merger
Agreement, constitute the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and thereof. |
| 6. | Incorporation by Reference. Each of Section 12.2 (Interpretation), Section 12.3 (Counterparts;
Electronic Delivery), Section 12.6 (Severability), Section 12.8 (Governing Law), Section 12.9 (Consent to Jurisdiction; Waiver of Jury
Trial), Section 12.10 (Rules of Construction), Section 12.12 (Assignment) and Section 12.14 (Extension; Waiver) of the Merger Agreement
are hereby incorporated by reference, mutatis mutandis. |
[Signature page follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first written above.
|
COMPANY: |
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EUROPEAN LITHIUM AT (INVESTMENTS) LTD |
|
|
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By: |
/s/ Malcom Raymond Day |
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Name: |
Malcolm Raymond Day |
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Title: |
Director |
|
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|
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By: |
/s/ Antony William Paul Sage |
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Name: |
Antony William Paul Sage |
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Title: |
Director |
|
EUR |
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EXECUTED by EUROPEAN LITHIUM LIMITED (ACN 141 450 624) in accordance with the requirements of section 127 of the Corporations Act 2001 (Cth) by: |
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By: |
/s/ Tony Sage |
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Name: |
Tony Sage |
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Title: |
Executive Chairman |
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|
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By: |
/s/ Melissa Chapman |
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Name: |
Melissa Chapman |
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Title: |
Company Secretary |
|
PUBCO |
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CRITICAL METALS CORP. |
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By: |
/s/ Michael John Hanson |
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Name: |
Michael John Hanson |
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Title: |
Authorized Person |
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MERGER SUB |
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PROJECT WOLF MERGER SUB INC. |
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By: |
/s/ Michael John Hanson |
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Name: |
Michael John Hanson |
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Title: |
Authorized Person |
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SPAC |
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SIZZLE ACQUISITION CORP. |
|
|
|
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By: |
/s/ Steve Salis |
|
Name: |
Steve Salis |
|
Title: |
Chief Executive Officer |
3
Exhibit 10.1
Execution Version
VO SPONSOR, LLC
4201 Georgia Ave NW
Washington, D.C. 20011
Attention: Steve Salis
November 17, 2023
Sizzle Acquisition Corp.
4201 Georgia Ave NW
Washington, D.C. 20011
Attention: Steve Salis
European Lithium AT (Investments) Limited
c/o European Lithium Ltd.
32 Harrogate Street
West Leederville, Western Australia, 6007
Attention: Tony Sage
Email: TonyS@cyclonemetals.com
Re: | Amendment to Sponsor Support Agreement |
Ladies and Gentlemen:
Reference is made to that
certain sponsor support agreement, dated October 24, 2022 (the “Sponsor Support Agreement”), by and among, Sizzle
Acquisition Corp., a Delaware corporation (“SPAC”), European Lithium AT (Investments) Limited, a BVI business
company incorporated in the British Virgin Islands (the “Company”) and VO Sponsor, LLC, a Delaware limited liability
company (the “Sponsor”). Any term used but not defined in this letter agreement (this “Amendment”)
will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement,
in the Merger Agreement defined therein.
Section 3.4 of the Sponsor
Support Agreement provides that it may only be amended, changed, supplemented, waiver or otherwise modified upon the execution and delivery
of a written agreement executed by the Sponsor, SPAC, and the Company.
For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Sponsor, SPAC, and the Company hereby
agree as follows:
1. | Amendment to Sponsor Support Agreement. The Sponsor
Support Agreement shall be amended as follows: |
| (a) | Section 1.8 of the Sponsor Support Agreement is hereby amended
by deleting it in its entirety and replacing it with the following: |
“Section 1.8 Sponsor Shares.
| (a) | Notwithstanding anything to the contrary in Section 1.1, Sponsor shall from time to time transfer (the “Transfer”)
in the aggregate up to 2,049,250 SPAC Shares (such 2,049,250 SPAC Shares being the “Sponsor Shares”) to a third party
or multiple third parties (a) who provide financing in connection with the Transactions or (b) who serve as an advisor in connection with
the Transactions and receive such Sponsor Shares in lieu of cash payment (the “Transferees”), as reasonably determined
by the Sponsor with the prior written consent of EUR (which consent shall not be unreasonably delayed or withheld). The Transfer may be
effected in order to satisfy existing obligations or liabilities of the SPAC or in support of financing efforts on behalf of the SPAC
or Pubco in connection with the consummation of the Closing (or as otherwise agreed among the Parties). |
| (b) | Regarding any remaining Sponsor Shares which are not transferred to Transferees pursuant to Section 1.8(a) (the “Remaining
Shares”), Sponsor shall, for no consideration and immediately prior to the Closing, irrevocably surrender to the treasury of
SPAC such Remaining Shares. Sponsor shall take any other action reasonably requested by Pubco or the Company to evidence such surrender.
For clarity, aside from the Sponsor Shares, no SPAC Shares are otherwise subject to vesting or forfeiture in favor of SPAC for any reason
or by any agreement or document, other than specifically agreed in this Article I.” |
| (a) | Except as expressly provided in this Amendment, all of the terms and provisions in the Sponsor Support
Agreement are and shall remain unmodified and in full force and effect, on the terms and subject to the conditions set forth therein.
This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Sponsor Support Agreement,
or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. |
| (b) | Any reference to the Sponsor Support Agreement in the Sponsor Support Agreement or any other agreement,
document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Sponsor Support Agreement,
as amended by this Amendment (or as the Sponsor Support Agreement may be further amended or modified in accordance with the terms thereof). |
| (c) | Each of the parties hereto acknowledges and agrees that such party has full power and authority to enter
into this Amendment and has been duly authorized to do so. The execution, delivery and performance of this Amendment will not conflict
with or breach any other agreement to which any of the parties or their respective assets are bound. |
| (d) | The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent
with the provisions of the Sponsor Support Agreement, including Article III thereof. |
{Remainder of Page Intentionally Left Blank;
Signature page follows}
Please indicate your agreement to the foregoing by signing in the space
provided below.
|
VO SPONSOR, LLC |
|
|
|
By: |
/s/ Steve Salis |
|
Name: |
Steve Salis |
|
Title: |
President |
|
|
|
SIZZLE ACQUISITION CORP. |
|
|
|
By: |
/s/ Steve Salis |
|
Name: |
Steve Salis |
|
Title: |
President |
|
|
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EUROPEAN LITHIUM AT (INVESTMENTS) LTD. |
|
|
|
By: |
/s/ Malcolm Raymond Day |
|
Name: |
Malcolm Raymond Day |
|
Title: |
Director |
|
|
|
By: |
/s/ Antony William Paul Sage |
|
Name: |
Antony William Paul Sage |
|
Title: |
Director |
[Signature Page to Letter Agreement]
3
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