DEFM14A 1 defm14a1223_sizzle.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

SIZZLE ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

 

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PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
SIZZLE ACQUISITION CORP.

AND PROSPECTUS FOR UP TO 14,559,271 ORDINARY SHARES, 7,750,000
WARRANTS, AND 7,750,000 ORDINARY SHARES
issuable upon
exercise of Warrants
OF
CRITICAL METALS CORP.

To the Stockholders of Sizzle Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Sizzle Acquisition Corp., a Delaware corporation, which we refer to as “Sizzle,” “we,” “us” or “our”, to be virtually held at 10:00 a.m., Eastern Time, on January 23, 2024. The special meeting can be accessed via live webcast by visiting https://www.cstproxy.com/sizzlespac/2024, where you will be able to listen to the meeting live and vote during the meeting.

On October 24, 2022, we entered into an Agreement and Plan of Merger 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”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Pubco (“Merger Sub”) (as amended on January 4, 2023, July 7, 2023, November 17, 2023 and as may be further amended from time to time, the “Merger Agreement”). Subject to its terms and conditions, the Merger Agreement provides that Company and Sizzle will become wholly owned subsidiaries of Pubco, a newly formed holding company. The Company owns the Wolfsberg Lithium Project in Austria. The Company also owns two Austrian subsidiaries, ECM Lithium AT GmbH and ECM Lithium AT Operating GmbH, and will own a 20% interest in the Weinebene and Eastern Alps projects, which are located in southern Austria. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination”.

Pursuant to the Business Combination and Merger Agreement (a) Pubco will acquire all of the issued and outstanding shares of the Company held by shareholders of the Company in exchange for ordinary shares of Pubco, such that the Company becomes a wholly owned subsidiary of Pubco and the shareholders of the Company become shareholders of Pubco (the “Share Exchange”); and immediately thereafter (b) Merger Sub will merge with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of Pubco.

The Merger Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

(i)      all of the outstanding shares of Sizzle’s common stock, par value $0.0001 per share (the “Sizzle Common Stock”), will be exchanged for the right to receive the ordinary shares of Pubco, par value $0.001 per share (the “Pubco Ordinary Shares”), comprising in the aggregate 9,356,653 Pubco Ordinary Shares (following which exchange all shares of Sizzle Common Stock will be cancelled and cease to exist);

(ii)     all of the outstanding whole warrants of Sizzle, entitling the holder thereof to purchase one share of Sizzle Common Stock at an exercise price of $11.50 per share (collectively, the “Sizzle Warrants”) will be assumed by Pubco and converted into the right to receive a warrant to purchase one Pubco Ordinary Share (in lieu of Sizzle Common Stock) at the same exercise price (collectively, the “Pubco Warrants”), exercisable up to an aggregate of (including warrants which were components of publicly traded units of Sizzle described below) 7,750,000 Pubco Ordinary Shares; and

(iii)   Shareholders of the Company will receive approximately 67,989,216 Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) $750,000,000, divided by (ii) the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement (which is expected to be approximately $11.03 per share), and which we refer to as the Closing Share Consideration.

 

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Upon the Effective Time, the outstanding publicly traded units of Sizzle will be separated into their component securities, consisting of (a) one share of Sizzle Common Stock and (b) one-half of one Sizzle Warrant (each of which shall be exchanged in accordance with the foregoing description). According to the Merger Agreement, each registered holder of Sizzle Warrants will be eligible to have each whole Sizzle Warrant converted into one Pubco Warrant, following aggregation of such holder’s registered Sizzle Warrants, and rounded down to the nearest whole warrant following such aggregation of warrants, with no issuance of a fractional Pubco Warrant.

Up to an additional approximately 6,798,922 Pubco Ordinary Shares, equal to the amount of shares consisting of up to ten percent (10%) of (i) $750,000,000, divided by (ii) the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement (which is expected to be approximately $11.03 per share), will be contingently issuable to EUR, in the form of an earnout which is subject to certain terms and conditions relating to the price of Pubco Ordinary Shares, during the five year period following the consummation of the Business Combination, and which we refer to as the “Earnout Shares.” The Earnout Shares represent a number of Pubco Ordinary Shares equal to up to 10% of the Closing Share Consideration, and half (or 5%) are issuable if Pubco Ordinary Shares’ volume weighed average price, or VWAP (as defined in the Merger Agreement) of Pubco Ordinary Shares trades above $15 per share, and the other half (or 5%) are issuable if the VWAP for Pubco Ordinary Shares trades above $20 per share, in each case for any twenty trading days in any thirty day trading days during such five year period. The Earnout Shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance of the Earnout Shares. For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Merger Consideration.”

The estimated total consideration in the Business Combination to shareholders of the Company is $750 million consisting of the Closing Share Consideration and up to $75 million consisting of the Earnout Shares, if any Earnout Shares are issued according to their terms. It is anticipated that, immediately following completion of the Business Combination, if there are no additional redemptions by Sizzle’s public stockholders, Sizzle’s existing stockholders, including VO Sponsor, LLC (the “Sponsor”), will own approximately 7.0% of the outstanding Pubco Ordinary Shares (of which approximately 4.0% will be owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar Opportunities Fund Master, LTD. (“Vellar”) will own approximately 19.6% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.8% of the Pubco Ordinary Shares (including 1.0% owned by J.V.B. Financial Group, acting through its Cohen & Company Capital Markets division (“CCM”) and 2.8% owned by Jett Capital Advisors, LLC (“Jett”)), and EUR will own approximately 66.6% of the outstanding Pubco Ordinary Shares. If there are redemptions by Sizzle’s public stockholders up to the maximum level presented for the Business Combination in the accompanying proxy statement/prospectus, immediately following completion of the Business Combination, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.1% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 20.2% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.9% of the Pubco Ordinary Shares (including 1.0% owned by CCM and 2.9% owned by Jett) and EUR will own approximately 68.7% of the outstanding Pubco Ordinary Shares. These percentages do not include the Earnout Shares, or shares issuable in connection with any prospective Pubco compensation plan, and are calculated based on a number of assumptions as described in the accompanying proxy statement/prospectus. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

At the special meeting, our stockholders will be asked to consider and vote upon the following proposals:

        Proposal No. 1 — The NTA Proposal — to consider and vote upon amendments to the current Amended and Restated Certificate of Incorporation of Sizzle (the “Existing Sizzle Charter”), which amendments (the “NTA Amendment”) shall be effective, if adopted and implemented by Sizzle, immediately prior to the consummation of the proposed Business Combination, to remove from the Existing Sizzle Charter (i) the limitation that Sizzle will only redeem Offering Shares (as defined in the Existing Sizzle Charter) so long as (after such redemption), Sizzle’s net tangible assets (“NTA”) will be at least $5,000,001 or any greater NTA or cash requirement which may be contained in the agreement relating to the initial Business Combination and after payment of underwriters’ fees and commissions

 

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(the “Redemption Limitation”), (ii) the limitation that Sizzle shall not redeem Offering Shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, (iii) the limitation that Sizzle shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded, and (iv) the limitation that an Amendment to Article IX of the Existing Sizzle Charter will be voided if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation (collectively, the “NTA Proposal”). The passage of the NTA Proposal poses risks to stockholders which are described in “Risk Factors — Risks Related to the NTA Proposal” contained elsewhere in this proxy statement/prospectus. A copy of the NTA Amendment to the Existing Sizzle Charter is attached to this proxy statement/prospectus as Annex I;

        Proposal No. 2 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Share Exchange and the merger of Merger Sub with and into Sizzle, with each of Sizzle and the Company surviving as a direct, wholly-owned subsidiary of Pubco, and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

        Proposal No. 3 — The Charter Amendment Proposal — to consider and vote upon a proposal to approve and adopt the amended and restated memorandum and articles of association of Pubco (the “Proposed Charter”), in the form attached hereto as Annex B (which we refer to as the “Charter Amendment Proposal”);

        Proposal No. 4 — The Advisory Charter Amendments Proposals — to consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as five sub-proposals:

Proposal No. 4A: Authorized Share Capital.    A proposal to increase the total number of authorized shares to 500,000,000 shares, consisting of 450,000,000 ordinary shares and 50,000,000 preferred shares;

Proposal No. 4B: EUR Director Appointment Rights.    A proposal to confer EUR with rights under the Proposed Charter in conformity with the contractual designation rights set forth in the Investors Agreement, such that EUR is entitled to appoint the lower of a majority of all board members and four directors for so long as EUR beneficially owns at least 50% of the total issued voting shares, two directors for so long as EUR beneficially owns at least 25% but less than 50% of the total issued voting shares, and one director for so long as EUR beneficially owns at least 15% but less than 25% of the total issued voting shares;

Proposal No. 4C: Amendments to Proposed Charter.    A proposal to require a majority vote of outstanding voting shares to make amendments to the Proposed Charter at any time when EUR beneficially owns a majority of the total voting power of issued shares of Pubco, but to require a supermajority vote of outstanding voting shares at any time when EUR does not beneficially own a majority of the total voting power of issued shares;

Proposal No. 4D: Removal of Directors.    A proposal to provide that directors may be removed (i) by a resolution passed by all directors of the board of Pubco at any time for cause; (ii) by a majority of outstanding voting shares at any time when EUR beneficially owns a majority of the total voting power of issued shares; and (iii) by a supermajority of outstanding voting shares at any time for cause when EUR does not beneficially own a majority of the total voting power of issued shares; and

Proposal No. 4E: Written Consent.    A proposal to provide that stockholders may act by written consent at any time when EUR beneficially owns a majority of the total voting power of issued shares but may not act by written consent at any time when EUR does not beneficially own a majority of the total voting power of issued shares.

 

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We refer to these proposals as the “Advisory Charter Amendments Proposals”;

        Proposal No. 5 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination (which we refer to as the “Nasdaq Proposal”);

        Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Critical Metals Corp. 2023 Incentive Award Plan (the “Incentive Plan”), effective upon the consummation of the Business Combination, including the authorization of the share reserve under the Incentive Plan, in substantially the form attached to the accompanying proxy statement/prospectus as Annex C (which we refer to as the “Incentive Plan Proposal”);

        Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve the Critical Metals Corp. 2023 Employee Stock Purchase Plan (the “ESPP”), effective upon the consummation of the Business Combination, including the authorization of the share reserve under the ESPP, in substantially the form attached to the accompanying proxy statement/prospectus as Annex D (which we refer to as the “ESPP Proposal”); and

        Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting (which we refer to as the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal is cross-conditioned on the approval of each other. The Business Combination is also conditioned on either approval of the NTA Proposal or, alternatively, satisfaction of the $5,000,001 minimum net tangible asset test by Sizzle or Pubco (after payment of Sizzle’s underwriters’ fees and commissions) as required by Sizzle’s current amended and restated certificate of incorporation (although approval of the NTA Proposal would only be effective upon approval of the Business Combination Proposal). Each of the Advisory Charter Amendments Proposals and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that the funds that are in the Trust Account, together with the cash on Sizzle’s balance and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of Pubco entered into prior to Closing, equal $40 million, before payment of transaction expenses. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement have entered into a number of financing arrangements for the benefit of Pubco following the closing. On July 4, 2023, Pubco entered into an equity line of credit share purchase agreement and related registration rights agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd., pursuant to which Pubco may issue up to $125,000,000 of Pubco Ordinary Shares following the closing of the Business Combination. In addition, on October 25, 2023, Sizzle and Pubco entered into a binding agreement with Vellar Opportunities Fund Master, LTD. (“Vellar”) pursuant to which, among other things, up to 20 million ordinary shares of Pubco may be issued to Vellar at closing in exchange for up to $10 million in cash. Further, Sizzle and Pubco are engaged in various discussions with third parties related to additional potential equity investments in Pubco, which investments may take the form of convertible preferred shares, ordinary shares or other equity securities. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements.

The Sizzle Common Stock and Sizzle Warrants are currently listed on Nasdaq under the symbols “SZZL” and “SZZLW,” respectively. Although Pubco is not currently a public reporting company in any jurisdiction, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, Pubco will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pubco intends to apply to list the Pubco Ordinary Shares (including the Pubco Ordinary Shares issuable upon exercise of the Pubco Warrants) on Nasdaq under the symbol “CRML” and the Pubco Warrants under the symbol “CRMLW,” upon the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the Pubco Ordinary Shares and the Pubco Warrants are approved for listing on Nasdaq, subject only to official notice of issuance thereof. While trading of the Pubco Ordinary Shares and the Pubco Warrants on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Pubco’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 83 of this proxy statement/prospectus for more information.

 

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The Board of Directors of Sizzle (the “Board”) has fixed the close of business on December 26, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination.

The Sizzle Board of Directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that Sizzle’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder of Sizzle. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of Sizzle than liquidating Sizzle. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 83 of the accompanying proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of Sizzle’s Directors and Officers and Others in the Business Combination” for additional information.

Pursuant to our current certificate of incorporation, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of common stock. This means that public stockholders who hold shares of Sizzle Common Stock on or before January 19, 2024 (two (2) business days before the special meeting) will be eligible to elect to have their shares of Sizzle Common Stock redeemed for cash in connection with the special meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the special meeting. Sizzle public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

Upon consummation of the Business Combination, Pubco will be a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Pubco’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Pubco will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Further, Pubco will be a “controlled company” under Nasdaq listing standards. As a result of EUR’s voting control, EUR will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election and removal of directors (subject to the contractual designation rights set forth in the Proposed Charter and Investors Agreement). As a result of being able to appoint and remove a majority of the directors, EUR will effectively control mergers and acquisitions, payment of dividends, and other matters of corporate or management policy. The Investors Agreement will provide EUR with the right to nominate and appoint certain numbers of directors to the Pubco Board of Directors depending on its percentage ownership in Pubco, as described in more detail in the section of this proxy statement/prospectus titled “Certain Relationships and Related Party Transactions — Investors Agreement.” Non-redeeming Sizzle shareholders will likely have a limited influence over Pubco following the Business Combination and Pubco shareholders will not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Pubco will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.

 

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Your vote is very important. If you are a Sizzle stockholder, whether or not you plan to attend the special meeting, please take the time to vote as soon as possible. On behalf of Sizzle’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Very truly yours,

   

/s/ Steve Salis

   

Steve Salis
Chief Executive Officer

   

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated December 27, 2023 and will first be mailed to the stockholders of Sizzle on or about January 2, 2024.

 

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SIZZLE ACQUISITION CORP.
4201 Georgia Avenue NW
Washington DC 20011

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF SIZZLE ACQUISITION CORP.

TO BE HELD ON JANUARY 23, 2024

TO THE STOCKHOLDERS OF SIZZLE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Sizzle Acquisition Corp. (“Sizzle,” “we,” “us” or “our”) will be virtually held at 10:00 a.m., Eastern Time, on January 23, 2024. The Special Meeting can be accessed via live webcast by visiting https://www.cstproxy.com/sizzlespac/2024, where you will be able to listen to the meeting live and vote during the meeting.

At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    Proposal No. 1 — The NTA Proposal — to consider and vote upon amendments to the current Amended and Restated Certificate of Incorporation of Sizzle (the “Existing Sizzle Charter”), which amendments (the “NTA Amendment”) shall be effective, if adopted and implemented by Sizzle, immediately prior to the consummation of the proposed Business Combination, to remove from the Existing Sizzle Charter (i) the limitation that Sizzle will only redeem Offering Shares (as defined in the Existing Sizzle Charter) so long as (after such redemption), Sizzle’s net tangible assets (“NTA”) will be at least $5,000,001 or any greater NTA or cash requirement which may be contained in the agreement relating to the initial Business Combination and after payment of underwriters’ fees and commissions (the “Redemption Limitation”), (ii) the limitation that Sizzle shall not redeem Offering Shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, (iii) the limitation that Sizzle shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded, and (iv) the limitation that an Amendment to Article IX of the Existing Sizzle Charter will be voided if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation (collectively, the “NTA Proposal”). The passage of the NTA Proposal poses risks to stockholders which are described in “Risk Factors — Risks Related to the NTA Proposal” contained elsewhere in this proxy statement/prospectus. A copy of the NTA Amendment to the Existing Sizzle Charter is attached to this proxy statement/prospectus as Annex I;

(2)    Proposal No. 2 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 24, 2022, among Sizzle, 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”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Pubco (“Merger Sub”) (as amended on January 4, 2023 and as may be further amended from time to time, the “Merger Agreement”). Subject to its terms and conditions, the Merger Agreement provides that Sizzle and the Company will become wholly owned subsidiaries of Pubco, a newly formed holding company. The transactions contemplated by the Merger Agreement we refer to herein as the “Business Combination.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Pursuant to the Business Combination and Merger Agreement (a) Pubco will acquire all of the issued and outstanding shares of the Company held by EUR in exchange for ordinary shares of Pubco, such that the Company becomes a wholly owned subsidiary of Pubco and EUR becomes shareholder of Pubco (the “Share Exchange”); and immediately thereafter (b) Merger Sub will merge with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of Pubco.

 

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The Merger Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

(i)     all of the outstanding shares of Sizzle’s common stock, par value $0.0001 per share (the “Sizzle Common Stock”), will be exchanged for the right to receive the ordinary shares of Pubco, par value $0.001 per share (the “Pubco Ordinary Shares”) (following which exchange, all shares of Sizzle Common Stock will be cancelled and cease to exist);

(ii)    all of the outstanding whole warrants of Sizzle, entitling the holder thereof to purchase one share of Sizzle Common Stock at an exercise price of $11.50 per share (collectively, the “Sizzle Warrants”) will be assumed by Pubco and converted into the right to receive a warrant to purchase one Pubco Ordinary Share (in lieu of Sizzle Common Stock) at the same exercise price (collectively, the “Pubco Warrants”); and

(iii)   Shareholders of the Company will receive Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) Seven Hundred Fifty Million Dollars ($750,000,000), divided by (ii) the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement, and which we refer to as the Closing Share Consideration.

Upon the Effective Time, the outstanding publicly traded units of Sizzle will be separated into their component securities, consisting of (a) one share of Sizzle Common Stock and (b) one-half of one Sizzle Warrant (each of which shall be exchanged in accordance with the foregoing description). According to the Merger Agreement, each registered holder of Sizzle Warrants will be eligible to have each whole Sizzle Warrant converted into one Pubco Warrant, following aggregation of such holder’s registered Sizzle Warrants, and rounded down to the nearest whole warrant following such aggregation of warrants, with no issuance of a fractional Pubco Warrant.

Additional Pubco Ordinary Shares will be contingently issuable to EUR, in the form of an earnout which is subject to certain terms and conditions relating to the price of Pubco Ordinary Shares, during the five year period following the consummation of the Business Combination, and which we refer to as the Earnout Shares. The Earnout Shares represent a number of Pubco Ordinary Shares equal to up to 10% of the Closing Share Consideration, and half (or 5%) are issuable if the volume weighted average price, or VWAP (as defined in the Merger Agreement), of Pubco Ordinary Shares trades above $15 dollars per share, and the other half (or 5%) are issuable if the VWAP for Pubco Ordinary Shares trades above $20 per share, in each case for any twenty trading days in any thirty day trading days during such five year period. The Earnout Shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance of the Earnout Shares. For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Merger Consideration.”

(3)     Proposal No. 3 — The Charter Amendment Proposal — to consider and vote upon a proposal to approve the Amended and Restated Memorandum and Articles of Association of Pubco (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, which we refer to as the “Charter Amendment Proposal,” and providing for, among other things, the following material differences from Sizzle’s current amended and restated certificate of incorporation:

(a)     a single class of ordinary shares with 450,000,000 authorized shares; and

(b)    50,000,000 authorized preferred shares.

(4)     Proposal No. 4 — The Advisory Charter Amendments Proposals — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements, which we refer to as the “Advisory Charter Amendments Proposals”;

(5)     Proposal No. 5 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination, which we refer to as the “Nasdaq Proposal”;

 

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(6)     Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Critical Metals Corp. 2023 Incentive Award Plan (the “Incentive Plan), effective upon the consummation of the Business Combination (the “Closing”), including the authorization of the share reserve under the Incentive Plan equal to up to ten (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, in substantially the form attached to the accompanying proxy statement/prospectus as Annex C (which we refer to as the “Incentive Plan Proposal”);

(7)     Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve the Critical Metals Corp. 2023 Employee Stock Purchase Plan (the “ESPP”), effective upon the Closing, including the authorization of the share reserve under the ESPP, in substantially the form attached to the accompanying proxy statement/prospectus as Annex D (which we refer to as the “ESPP Proposal”); and

(8)     Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting, which we refer to as the “Adjournment Proposal.”

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are approved at the Special Meeting. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are cross-conditioned on each other. The Business Combination is also conditioned on either approval of the NTA Proposal or, alternatively, satisfaction of the $5,000,001 minimum net tangible asset test by Sizzle or Pubco (after payment of Sizzle’s underwriters’ fees and commissions) as required by Sizzle’s current amended and restated certificate of incorporation (although approval of the NTA Proposal would only be effective upon approval of the Business Combination Proposal). The Advisory Charter Amendments Proposals and the Adjournment Proposal are each not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that the funds that are in the Trust Account, together with the cash on Sizzle’s balance and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of Pubco, entered into prior to Closing, of at least $40 million, after giving effect to the completion and payment of any Redemptions and before payment of transaction expenses. For a description of the financing arrangements entered into, or expected to be entered into, by Sizzle and/or Pubco in connection with the Business Combination, please see “The Business Combination Proposal — Financing Arrangements.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Sizzle Common Stock at the close of business on December 26, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Sizzle stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of Sizzle for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders at the Special Meeting. When you consider the Board recommendation of these proposals, you should keep in mind that directors and officers of Sizzle have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of Sizzle’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to Sizzle’s current certificate of incorporation, its public stockholders may demand that Sizzle redeem, upon the Closing of the Business Combination, shares of our Sizzle Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of Sizzle’s IPO. As of October 19, 2023, based on funds in the Trust Account of approximately $34,042,748 on such date, the pro rata portion of the funds available in the Trust Account for the redemption of

 

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public shares of Sizzle Common Stock was approximately $11.03 per share (before taxes paid or payable), and as of November 28, 2023, the funds in the Trust Account were approximately $34,206,104. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of Sizzle Common Stock for cash. This means that public stockholders who hold shares of our Sizzle Common Stock on or before January 19, 2024 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Sizzle Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of Sizzle Common Stock for cash, our public stockholders can demand that Sizzle convert their public shares into cash and tender their shares to Sizzle’s transfer agent. Sizzle stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of Sizzle Warrants do not have redemption rights with respect to such securities in connection with the Business Combination.

Our sponsor, VO Sponsor, LLC, a Delaware limited liability company (our “Sponsor”), and holders of our Common Stock issued prior to our IPO, their permitted transferees, and our officers and directors (collectively, the “Sizzle Initial Stockholders”), and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters in our IPO, and EarlyBirdCapital, Inc. (“EBC”) have agreed to waive their redemption rights with respect to any shares of Sizzle Common Stock held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with Sizzle’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and Sizzle Initial Stockholders beneficially own 65.7% of issued and outstanding Sizzle Common Stock including 722,750 private placement shares and 5,425,000 founders shares, Cantor owns 47,250 private placement shares and EBC owns 75,600 EBC Shares, which together consisting of approximately 1.3% of issued and outstanding Sizzle Common Stock and Sizzle’s public stockholders beneficially own approximately 33.0% of issued and outstanding Sizzle Common Stock. The Sizzle Initial Stockholders, which includes our Sponsor and our directors and officers, and Cantor have agreed to vote all of their founder shares, all of their private placement shares of Sizzle Common Stock and any Sizzle equity securities that they hold in favor of the Business Combination Proposal.

You are urged to carefully read and consider the “Risk Factors” beginning on page 83 of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (202) 846-0300.

 

By Order of the Board of Directors

   

/s/ Steve Salis

   

Steve Salis
Chief Executive Officer

December 27, 2023

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on January 23, 2024: Sizzle’s proxy statement/prospectus is available at https://www.cstproxy.com/sizzlespac/2024.

 

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TABLE OF CONTENTS

 

PAGE

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

FREQUENTLY USED TERMS

 

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

8

RISK FACTOR SUMMARY

 

10

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF SIZZLE

 

12

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

36

SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

 

65

SELECTED HISTORICAL FINANCIAL INFORMATION OF SIZZLE

 

67

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

68

COMPARATIVE SHARE INFORMATION

 

82

RISK FACTORS

 

83

SPECIAL MEETING OF SIZZLE STOCKHOLDERS

 

129

THE BUSINESS COMBINATION PROPOSAL

 

137

THE NTA PROPOSAL

 

181

THE CHARTER AMENDMENT PROPOSAL

 

183

THE ADVISORY CHARTER AMENDMENTS PROPOSALS

 

186

THE NASDAQ PROPOSAL

 

189

THE INCENTIVE PLAN PROPOSAL

 

191

THE ESPP PROPOSAL

 

196

THE ADJOURNMENT PROPOSAL

 

200

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

201

INFORMATION ABOUT SIZZLE

 

219

MANAGEMENT OF SIZZLE

 

225

EXECUTIVE COMPENSATION OF SIZZLE

 

231

SIZZLE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

232

INFORMATION ABOUT THE COMPANY

 

241

DESCRIPTION OF THE WOLFSBERG PROJECT

 

251

EXECUTIVE COMPENSATION OF THE COMPANY

 

260

THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

262

MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION

 

277

DESCRIPTION OF SECURITIES OF PUBCO

 

284

COMPARISON OF STOCKHOLDER RIGHTS

 

290

SHARES ELIGIBLE FOR FUTURE SALE

 

299

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

301

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

304

MARKET INFORMATION AND DIVIDENDS ON SECURITIES

 

307

LEGAL MATTERS

 

308

TRANSFER AGENT AND REGISTRAR

 

308

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

308

SUBMISSION OF STOCKHOLDER PROPOSALS

 

308

FUTURE STOCKHOLDER PROPOSALS

 

308

WHERE YOU CAN FIND MORE INFORMATION

 

309

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Pubco Ordinary Shares to be issued to the Sizzle stockholders, (2) the Pubco Ordinary Shares to be issued to Shareholders of the Company, (3) the Pubco Warrants to be issued by Pubco to holders of Sizzle Warrants and (4) the Pubco Ordinary Shares underlying the Pubco Warrants, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of Sizzle stockholders at which Sizzle stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Sizzle stockholders nor the issuance by Pubco of Pubco Ordinary Shares in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact Sizzle’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the Sizzle’s proxy solicitation agent at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on January 23, 2024, you must request the information by January 16, 2024.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 309 of this proxy statement/prospectus.

TRADEMARKS

Sizzle and EUR own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

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Important Information about U.S. GAAP AND IFRS

Sizzle’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

The Company’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Presentation of financial information in accordance with IFRS requires the Company’s management to make various estimates and assumptions which may impact the values shown in the Selected Historical Financial Information of the Company and the respective notes thereto. The actual values may differ from such assumptions.

Exchange Rates

Pubco’s reporting currency will be the U.S. dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. For Pubco, the Euro is the functional currency. The functional currency of Pubco’s subsidiaries will generally be the local currency.

The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in Pubco’s financial statements. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that Sizzle and EUR obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Sizzle” refer to Sizzle Acquisition Corp., the term “EUR” refers to European Lithium Limited, an Australian Public Company limited by shares, the term the “Company” refers to European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR, the term “Pubco” refers to Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands, and the term the “Combined Company” refers to Pubco immediately after the consummation of the Business Combination, which provides for each of Sizzle and the Company as Pubco’s wholly-owned subsidiaries.

In this document:

“Board,” unless otherwise defined, means the board of directors of Sizzle.

“Business Combination” means the transactions contemplated by the Merger Agreement whereby, among other things, (a) Pubco will acquire all of the issued and outstanding shares of the Company held by EUR in exchange for Pubco Ordinary Shares, and any shares EUR or Sizzle holds in Pubco shall be surrendered for no consideration, such that the Company becomes a wholly owned subsidiary of Pubco and EUR becomes shareholder of Pubco (referred to as the “Share Exchange”); and immediately thereafter (b) Merger Sub will merge with and into Sizzle, with Sizzle continuing as the surviving entity and a wholly owned subsidiary of Pubco.

“Cantor” means Cantor Fitzgerald & Co., as representative of the several underwriters in the Sizzle IPO, and which beneficially owns 47,250 private placement shares.

“CCM” means J.V.B. Financial Group, acting through its Cohen & Company Capital Markets division.

“CCM Amended Letter” means that certain amendment, dated August 4, 2023, to the engagement letter, dated August 15, 2022, between CCM And Sizzle, relating to CCM providing mergers and acquisitions advisory services to Sizzle in connection with an initial business combination, pursuant to which CCM agreed to receive shares of the Company in lieu of a cash fee otherwise owed to it in respect of the Business Combination.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Combined Company” means Pubco after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiaries, Sizzle and the Company, and means, collectively, Pubco, and its direct, wholly-owned subsidiaries, Sizzle and the Company.

“Company” means European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR prior to the consummation of the Business Combination.

“Company Ordinary Shares” means the ordinary shares, no par value, issued by the Company.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal.

“DGCL” means the Delaware General Corporation Law.

“EBC” means EarlyBirdCapital, Inc., which beneficially owns 75,600 private placement shares.

“EBC Shares” means 75,600 private placement shares issued to EBC prior to the Sizzle IPO.

“ESPP” means the Critical Metals Corp. 2023 Employee Stock Purchase Plan to be considered for adoption and approval by the shareholders pursuant to the ESPP Proposal.

“EUR” means European Lithium Limited, an Australian Public Company limited by shares, and sole shareholder of the Company prior to the consummation of the Business Combination.

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“EUR Adverse Recommendation Change” generally means an action or inaction on behalf of EUR to (a) fail to make, withdraw or modify in a manner adverse to Sizzle, or publicly propose to fail to make, withdraw or modify in a manner adverse to Sizzle, an EUR Board Recommendation, or (b) recommend, adopt or approve or publicly propose to recommend, adopt or approve an EUR Competing Proposal.

“EUR Board Recommendation” means approval of the EUR Board to (i) declare that the Merger Agreement and the consummation of the transactions contemplated thereby are in the best interests of EUR and EUR shareholders, (ii) approve the Merger Agreement and the transactions contemplated thereby, (iii) authorize the execution, delivery and performance of the Merger Agreement, (iv) direct that the transactions contemplated by the Merger Agreement be submitted to EUR shareholders for consideration, and (v) recommended that EUR shareholders approve the transaction contemplated by the Merger Agreement.

“EUR Competing Proposal” means an offer or proposal by a third party or parties relating to (i) any direct or indirect acquisition or purchase of 20% or more of the consolidated assets of the Company or 20% or more of any class of equity or voting securities of the Company, (ii) any takeover bid that would result in such third party or parties beneficially owning 20% or more of any class of equity or voting securities of the Company, or (iii) a merger, consolidation, share exchange, business combination, sale of all or substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company that would result in such third party or parties beneficially owning 20% or more of the consolidated assets of the Company or 20% or more of any class of equity or voting securities of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension” has the meaning therefor set forth in the Merger Agreement, regarding extending the time for which Sizzle is required under its Certificate of Incorporation to consummate an initial business combination.

“Extension Amendment” means the amendments to the Sizzle Certificate of Incorporation, as applicable, to approve an extension of the date by which Sizzle was required therein to consummate its initial business combination. An Extension Amendment was approved by Sizzle’s special meeting of stockholders on February 1, 2023, and which we refer to as the Original Extension Amendment, which provided that the date by which Sizzle was required to consummate an initial business combination was extended from February 8, 2023 up to August 8, 2023. Another special meeting of stockholders of Sizzle was held on August 7, 2023, in which Sizzle’s stockholders approved, among other things, a proposal to extend the date by which Sizzle was required to consummate an initial business combination from August 8, 2023 to February 8, 2024 (or such earlier date as determined by Sizzle’s board of directors, or such later date as provided in an amendment to the Sizzle Certificate of Incorporation, subject to payment of Extension Funds as provided in that amendment).

“Extension Expenses” has the meaning therefor set forth in the Merger Agreement, which includes, without limitation, out of pocket costs and expenses payable to SPAC’s vendors for an Extension or any deposit that the SPAC will make in the Trust Account in order to solicit votes for an Extension.

“Extension Funds” means the amounts paid by or on behalf of the Sponsor or Sizzle into the Trust Account, in connection with the Extension Amendment.

“Extension Loans” means the loans issued by the Sponsor to Sizzle to implement the Extension; on August 7, 2023, in connection with the Extension Amendment on such date, the Sponsor has agreed that it or its designees, will contribute to Sizzle, on a monthly basis, unless the Sizzle Board does not authorize an Extension beyond the prior month, Extension Loans or similar amounts of contributions equal to $60,000 in the aggregate, which amounts are anticipated to be paid for each calendar month (commencing on August 9, 2023 and ending on the 8th day of each subsequent month), or portion thereof, that is needed by Sizzle to complete the Business Combination until February 8, 2024.

“Extension Note” means the promissory notes issued by Sizzle to the Sponsor in exchange for the Extension Funds deposited into the Trust Account.

“founders shares” means an aggregate of 5,425,000 shares of our Common Stock issued prior to the Sizzle IPO in a private placement to Sizzle Initial Stockholders and held by Sizzle Initial Stockholders and their permitted transferees. Founders shares do not include the EBC Shares.

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“Incentive Plan” means the Critical Metals Corp. 2023 Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Plan Proposal.

“Jett Capital” or “Jett” means Jett Capital Advisors LLC.

“Jett Amended Letter” means that certain amendment, dated August 3, 2023, to the engagement letter, dated July 1, 2022, between Jett and EUR, relating to Jett providing mergers and acquisitions advisory and related strategic services to EUR in connection with, among other things, a business combination, pursuant to which Jett agreed to receive shares of the Company in lieu of part of the cash fee otherwise owed to it in respect of the Business Combination.

“Marshall & Stevens” means Marshall & Stevens Transaction Advisory Services LLC.

“Marshall & Stevens’ Opinion” means the formal written opinion of Marshall & Stevens delivered to the Board on October 20, 2022 in respect of a valuation and opinion relating to the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex E.

“Merger” means the merger of Merger Sub with and into Sizzle pursuant to the Merger Agreement.

“Merger Agreement” means collectively the Agreement and Plan of Merger, dated as of October 24, 2022, by and among (i) Sizzle, (ii) EUR, (iii) the Company, (iv) Pubco and (v) Merger Sub, the Amendment No. 1 to Agreement and Plan of Merger, dated January 4, 2023, by and among the same parties, and the Amendment No. 2 to the Agreement and Plan of Merger, dated July 7, 2023, by and among the same parties.

“Merger Sub” means Project Wolf Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco.

“Minimum Cash Condition” or “Closing Proceeds Condition” means the condition in the Merger Agreement requiring that Sizzle have, upon the Closing, cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), before payment of transaction expenses, at least equal to $40,000,000.

“NTA” means net tangible assets in relation to the Redemption Limitation and NTA Proposal, as defined in the Existing Sizzle Charter.

“Net Tangible Assets Test” means the test that Sizzle’s or Pubco’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) will be at least $5,000,001 either immediately prior to or upon consummation of the Business Combination (and after payment of Sizzle’s underwriters’ fees and commissions) as required by the Existing Sizzle Charter.

“Private Placement” means the private placement consummated simultaneously with the Sizzle IPO in which Sizzle issued the private placement shares to the Sponsor and the representative shares to Cantor. In the Private Placement, 722,750 private placement shares were issued to the Sponsor and 47,250 private placement shares were issued to Cantor, in each case at a purchase price of $10.00 per share.

“private placement shares” means (i) Sponsor private placement shares, (ii) representative shares, (iii) EBC Shares and (iv) founders shares.

“Promissory Note” means an unsecured promissory note to the Sponsor issued by Sizzle, pursuant to which Sizzle may borrow up to $150,000, and issued on December 19, 2020, prior to the Sizzle IPO. The Promissory Note is non-interest bearing, without fixed terms and is due on demand. As of the date of this proxy statement/prospectus, Sizzle had $129,437 outstanding under the Promissory Note.

“Proposals” means the Business Combination Proposal, the NTA Proposal, the Charter Amendment Proposal, the Advisory Charter Amendments Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

“Proposed Charter” means the Amended and Restated Memorandum and Articles of Association of Pubco, a copy of which is attached to this proxy statement/prospectus as Annex B,

“Pubco” means Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands in connection with the Business Combination, and upon consummation of the Business Combination each of Sizzle and the Company will be direct, wholly-owned subsidiaries of Pubco.

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“Pubco Ordinary Shares” means ordinary shares, par value $0.001 per share, of Pubco.

“Pubco Preference Shares” means preferred shares, par value $0.001 per share, of Pubco.

“public shares” or “Public Shares” means Sizzle Common Stock which are a component of the Sizzle Units sold in the Sizzle IPO. Currently, there are outstanding 3,086,053 public shares (consisting of 15,500,000 public shares originally sold as part of units in the Sizzle IPO, as adjusted for 11,076,703 public shares redeemed by holders of public shares in connection with the Original Extension Meeting on February 1, 2023 and 1,337,244 public shares redeemed by holders of public shares in connection with the Extension Meeting on August 7, 2023). The public shares do not include the private placement shares which were issued in the Private Placement, nor the founders shares nor the EBC Shares.

“public stockholders” means holders of public shares.

“publicly traded units” means Sizzle Units issued in the Sizzle IPO.

“Purchaser Parties” means, collectively, Sizzle, Pubco and Merger Sub.

“redemption” or “Redemption” means the right of the holders of Sizzle Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Limitation” means the provision and limitation that Sizzle will only redeem Offering Shares (as defined in the Existing Sizzle Charter) so long as (after such redemption), Sizzle’s net tangible assets, or NTA, will be at least $5,000,001 or any greater NTA or cash requirement which may be contained in the agreement relating to the initial Business Combination and after payment of underwriters’ fees and commissions, which provision exists in the Existing Sizzle Charter prior to any approval of the NTA Proposal.

“Representative” means Cantor Fitzgerald & Co., as representative of the several underwriters in the Sizzle IPO,

“representative shares” means the shares we issued to Cantor in connection with our IPO as representative of the underwriters in a private placement of securities consisting of 47,250 shares of Sizzle Common Stock at a purchase price of $10.00 per share.

“Share Exchange” means the transactions contemplated by the Merger Agreement whereby Pubco will acquire all of the issued and outstanding shares of the Company held by EUR in exchange for Pubco Ordinary Shares, and any shares EUR holds in Pubco shall be surrendered for no consideration, such that the Company becomes a wholly owned subsidiary of Pubco and EUR becomes shareholder of Pubco.

“Shareholders of the Company” means EUR, CCM and Jett, and any of their permitted transferees, which in each case hold at the Closing issued and outstanding capital stock of the Company.

“Sizzle” means Sizzle Acquisition Corp., a Delaware corporation.

“Sizzle Board” means the board of directors of Sizzle.

“Sizzle Certificate of Incorporation” or “our Certificate of Incorporation” means Sizzle’s amended and restated certificate of incorporation, as may be amended from time to time.

“Sizzle Common Stock” or “our Common Stock” means the common stock, par value $0.0001 per share, of Sizzle.

“Sizzle Initial Stockholders” means our Sponsor who purchased our founder shares (issued prior to our IPO), holders of our Common Stock issued prior to our IPO and their respective permitted transferees, but excludes EBC.

“Sizzle IPO” or “our IPO” means Sizzle’s initial public offering.

“Sizzle Preferred Stock” means the shares of preferred stock, par value $0.0001 per share, of Sizzle.

“Sizzle Warrant” means one whole redeemable warrant entitling its holder to purchase one share of Sizzle Common Stock for $11.50 per share, and each Sizzle Unit is comprised of one-half of one Sizzle Warrant. Upon separation of the Sizzle Units at the election of the holder thereof, no fractional warrants are issued, and only whole Sizzle Warrants trade on the Nasdaq Stock Market LLC under the symbol “SZZLW.”

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“Sizzle Units” means a unit consisting of one share of Sizzle Common Stock and one half of one Sizzle Warrant. On February 1, 2022, the holders of the Sizzle Units could elect to separately trade the Sizzle Common Stock and a whole Sizzle Warrant comprising the Sizzle Units. Those Sizzle Units which have not been separated could continue to trade on the Nasdaq Stock Market LLC under the symbol “SZZLU”.

“Special Meeting” means the special meeting of the stockholders of Sizzle, to be virtually held at 10:00 a.m. Eastern Time, on January 23, 2024 (or such other date and/or time as provided pursuant to any adjournment of such meeting or of any subsequent meeting following any such adjournment, including without limitation as provided in an Adjournment Proposal).

“Sponsor” means VO Sponsor, LLC, a Delaware limited liability company.

“Sponsor private placement shares” means an aggregate of 722,750 shares of our Common Stock issued to Sponsor in connection with our IPO in a private placement of securities at a purchase price of $10.00 per share. Unless the context otherwise requires, the definition of “private placement shares” does not include the representative shares issued to Cantor, defined below as “representative shares.”

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated October 24, 2022, by and among Sizzle, the Sponsor and the Company, as amended on November 17, 2023 and as it may be further amended from time to time.

“Technical Report Summary” means the Technical Report Summary related to the Wolfsberg Lithium Project prepared for the Company by CSA Global South Africa (Pty) Limited.

“Trust Account” or “Sizzle trust account” means the trust account of Sizzle, which holds the net proceeds of the Sizzle IPO and the sale of the private placement shares, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.

“Underwriting Agreement Amendment” means the amendment, dated October 26, 2023, to the underwriting agreement between Representative and Sizzle, dated November 3, 2021, and which provided that the Representative agreed to accept payment of the deferred underwriting commission payable to Representative under this underwriting agreement, in Sizzle Common Stock or Pubco Ordinary Shares in the amount of 900,000 of such shares, and provided specified registration rights to Representative relating to a private placement issuance of such shares, and which includes them being issued as a private placement issuance of Pubco Ordinary Shares. For more information see “Sizzle’s Managements’ Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations — Amended Underwriting Agreement.”

“Vellar” means Vellar Opportunities Fund Master, LTD.

“Working Capital Loans” means if our Sponsor or its affiliates, or any of our officers or directors, makes any working capital loans, up to $1,500,000 of such loans may be converted into private placement-equivalent units equivalent to Sizzle Units at a price of $10.00 per unit, at the option of the lender. As of September 30, 2023 and December 31, 2022 there were no Working Capital Loans outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements.” Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

        the benefits of the Business Combination;

        the potential market size and the assumptions and estimates related to the Business Combination;

        the future financial and business performance of Pubco and its subsidiaries, including the Company, following the Business Combination;

        the commercial success of mineral properties under development by the Company or Pubco;

        general economic conditions and conditions affecting the industries in which the Company and Pubco operate;

        expansion and other plans and opportunities; and

        other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

        the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

        the ability of the parties to complete the transactions contemplated by the Business Combination in a timely manner or at all;

        the risk that the 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 or inquiry that may be instituted against Sizzle, Pubco, EUR or the Company or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

        the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the shareholders of Sizzle or EUR;

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        the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the Business Combination;

        the ability to meet stock exchange listing standards following the consummation of the Business Combination;

        the effect of the announcement or pendency of the 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 Business Combination, which may be affected by, among other things, competition and 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 Business Combination;

        EUR and Pubco’s ability to execute on their business plans and strategy;

        a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the stockholders of Sizzle, a failure to satisfy other conditions to Closing in the Merger Agreement or some other reason;

        the inability to obtain the listing of Pubco Ordinary Shares and Pubco Warrants on Nasdaq or another exchange upon the Closing or comply with its listing standards;

        the risk that the proposed Business Combination disrupts EUR’s current plans and operations;

        factors relating to the business, operations and financial performance of Pubco and the Company, including:

        the Company’s ability to develop the Project into a mine and to develop mineral deposits from the mine on a commercial basis;

        the Company’s ability to successfully implement its long-term business strategy; and

        the Company’s ability to obtain governmental permits and approvals to conduct development and mining operations.

        other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

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RISK FACTOR SUMMARY

The Company’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of Pubco after the Business Combination are subject to risks and uncertainties, many of which are beyond Pubco’s or the Company’s control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to the Company shall be deemed to also refer to Pubco and the post-Business Combination company, as the context requires or as appropriate.

Risks Relating to the Company’s Business and Industry

        The Company’s project is at the development stage, and there are no guarantees that development of the project into a mine will occur or that such development will result in the commercial extraction of mineral deposits.

        The Company’s future performance is difficult to evaluate because it has a limited operating history in the mining, energy and resources sector.

        The Company’s growth depends upon continued growth in demand for electric vehicles using high performance lithium compounds.

        The Company’s long-term success will depend, in part, on its ability to generate revenue, achieve and maintain profitability, and develop positive cash flows from mining activities.

        The market price of lithium will be significant in determining the Company’s success.

        The Company’s mineral resource estimates may be materially different from mineral quantities we may ultimately recover, our life-of-mine estimates may prove inaccurate and market price fluctuations and changes in operating and capital costs may render mineral resources uneconomic to mine.

Risks Relating to Legal, Compliance and Regulations

        The Company is reliant upon obtaining and renewing a number of governmental permits and approvals.

        Organizations opposed to mining may disrupt or delay the Company’s mining projects.

Risks Related to the Company’s Projections

        The Company has no operating history on which to base estimates of future operating costs and capital requirements, thus, the projections are based upon estimates and assumptions.

        As further information becomes available through additional fieldwork and analysis, the Company’s estimates are likely to change and these changes may result in a reduction in our resources.

Risks Related to Australia

        European Lithium will remain listed on the Australian Securities Exchange, creating additional regulatory requirements and potential liabilities that could occupy management’s time and efforts.

Risks Relating to Sizzle, Pubco and the Business Combination

        Vellar may purchase shares to backstop the funds in the Trust Account, as a result of which the Business Combination may still consummate even if a significant number of Sizzle’s public shareholders exercise their redemption rights. However, if the conditions for the funding of the Equity Forward Arrangement are not satisfied, or if Vellar is unable to provide the funding pursuant to the Equity Forward Arrangement or is otherwise in breach of the Equity Forward Arrangement, then it is possible that the Business Combination may not be consummated.

        The issuance of Pubco Ordinary Shares to Vellar pursuant to the Equity Forward Arrangement would cause substantial dilution, which could materially affect the trading price of Pubco Ordinary Shares.

        If Sizzle does not consummate a business combination by the termination date of up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), Sizzle will have to liquidate, or seek approval of its stockholders to extend the termination date.

        Following the consummation of the Business Combination, your ability to achieve a return on your investment will depend on appreciation in the price of Pubco Ordinary Shares.

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        Sizzle will incur significant costs in connection with the Business Combination and if not consummated, Sizzle may not have sufficient cash available to pay such costs.

        The working capital available to Pubco after the Business Combination will be reduced by any redemptions and transaction expenses in connection with the Business Combination.

        If the funds held outside of our Trust Account are insufficient to allow us to operate through the closing of the Business Combination (or our termination date or other extension of such date), our ability to complete an initial business combination may be adversely affected.

        Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

        The Sponsor and Sizzle’s directors and officers, have conflicts of interest in determining to pursue the Business Combination with the Company,

        There are risks to unaffiliated stockholders who become stockholders of the Combined Company through the Business Combination rather than acquiring securities of the Company or Pubco directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

        The process of taking a company public by means of a special purpose acquisition company is different from an underwritten public offering and may create risks for unaffiliated investors.

        Concentration of ownership among the Company’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

        There can be no assurance that Pubco Ordinary Shares will be approved for listing on Nasdaq upon the Closing, or be able to comply with its listing standards.

        The ability to execute Sizzle’s strategic plan could be negatively impacted by redemptions.

        There is no guarantee that a Sizzle stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

        The Sponsor and Sizzle’s directors, officers, advisors or their affiliates may elect to purchase shares of Sizzle Common Stock from Sizzle’s stockholders, which may influence a vote on a proposed business combination and reduce the public float of Sizzle’s capital stock.

        To complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

        The Company’s and Sizzle’s operations may be restricted before Closing by the Merger Agreement.

Risks Related to Ownership of Pubco Ordinary Shares

        A market for the Company’s securities may not develop, or suffer as a result of limited industry reports by analysts.

        Shareholders’ ownership may be diluted by the issuance of additional shares.

Risks Related to Redemption

        The amount of redemptions by Sizzle’s stockholders is unknown and a significant amount of redemptions may harm our future economic position.

        The removal of the net tangible asset requirement in connection with the Business Combination may result in a depressed net tangible assets being contributed to or calculated for Critical Metals, which may adversely affect the stock price of Critical Metals following the Business Combination.

        We cannot be certain that Sizzle or Critical Metals will qualify for another exemption from classification as a “penny stock” if the net tangible asset requirement in connection with the Business Combination is removed.

        Pubco may be unable to obtain funding under equity-based financing if the Pubco Ordinary Shares are not listed on Nasdaq or a national securities exchange and/or become a penny stock.

        In the event the NTA Proposal and the Business Combination Proposal are approved, but the Business Combination does not close, Sizzle’s public shareholders will still be entitled to have their Sizzle public shares redeemed, which could result in Sizzle’s public shares and warrants being delisted from Nasdaq and Sizzle’s common stock becoming a penny stock.

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QUESTIONS AND ANSWERS
FOR STOCKHOLDERS OF SIZZLE

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of Sizzle stockholders. The following questions and answers do not include all the information that is important to stockholders of Sizzle. We urge the stockholders of Sizzle to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Sizzle’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Merger Agreement, among other proposals. Upon the completion of the transactions contemplated by the Merger Agreement, each of Sizzle and the Company will become a direct, wholly-owned subsidiary of a newly formed company, Pubco. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at Sizzle’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

Q:     What proposals are stockholders of Sizzle being asked to vote upon?

A:     Stockholders of Sizzle are being asked to vote on the following proposals:

(1)    The NTA Proposal (Proposal 1) — To approve and adopt a proposal, to be implemented immediately prior to the consummation of the proposed Business Combination, to remove from the Existing Sizzle Charter the limitations that permit Sizzle to redeem its Publicly Shares or consummate its initial Business Combination only if after such redemptions or consummation, Sizzle’s net tangible assets (“NTA”) will be at least $5,000,001 or any greater NTA or cash requirement which may be contained in the agreement relating to Sizzle’s initial Business Combination and after payment of underwriters’ fees and commissions, which we refer to as the Redemption Limitation. The passage of the NTA Proposal poses risks to stockholders which are described in “Risk Factors — Risks Related to the NTA Proposal” contained elsewhere in this proxy statement/prospectus. A summary of the NTA Proposal is set forth in the “NTA Proposal (Proposal 1)” section of this proxy statement/prospectus and a complete copy of the NTA Amendment to the Existing Sizzle Charter is attached hereto as Annex I. You are encouraged to read them in their entirety.

(2)    The Business Combination Proposal (Proposal 2) — To approve and adopt the Merger Agreement and the transactions contemplated therein, including the Business Combination. A summary of the Business Combination is set forth in the “Business Combination (Proposal 2)” section of this proxy statement/prospectus and a complete copy of the Merger Agreement is attached hereto as Annex A. You are encouraged to read them in their entirety.

(3)    The Charter Amendment Proposal (Proposal 3) — Assuming the Business Combination Proposal (Proposal 1) is approved and adopted, to approve and adopt the Proposed Charter of Pubco, in the form appended to this proxy statement/prospectus as Annex B, and a summary of which is set forth in “The Charter Amendment Proposal (Proposal 3)” section of this proxy statement/prospectus, which provides for the following material differences from the Sizzle’s existing certificate of incorporation:

(a)     a single class of ordinary shares with 450,000,000 authorized shares; and

(b)    50,000,000 authorized preferred shares.

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(4)    Advisory Charter Amendments Proposals (Proposal 4) — To consider and vote upon, on a non-binding basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements. A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 4)” section of this proxy statement/prospectus.

(5)    The Nasdaq Stock Issuance Proposal (Proposal 5) — To approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination. A summary of this proposal is set forth in the “The Nasdaq Proposal (Proposal 5)” section of this proxy statement/prospectus.

(6)    The Incentive Plan Proposal (Proposal 6) — To approve the Incentive Plan, including the authorization of the share reserve under the Incentive Plan, in substantially the form attached hereto as Annex C. A summary of the Incentive Plan is set forth in the “The Incentive Plan (Proposal 6)” section of this proxy statement/prospectus.

(7)    The ESPP Proposal (Proposal 7) — To approve the ESPP, including the authorization of the share reserve under the ESPP, in substantially the form attached hereto as Annex D. A summary of the ESPP is set forth in the “The ESPP (Proposal 7)” section of this proxy statement/prospectus.

(8)    The Adjournment Proposal (Proposal 8) — To consider and vote upon a proposal to adjourn the Special Meeting of Sizzle to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more of the proposals at the Special Meeting.

Q:     Are the proposals conditioned on one another?

A:     Yes. We refer to the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal as “Condition Precedent Proposals”. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the special meeting. The Condition Precedent Proposals are each conditioned on each other. The Business Combination is also conditioned on either approval of the NTA Proposal or, alternatively, satisfaction of the test that Sizzle’s or Pubco’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) will be at least $5,000,001 either immediately prior to or upon consummation of the Business Combination (and after payment of Sizzle’s underwriters’ fees and commissions) as required by the Existing Sizzle Charter, and which we refer to as the Net Tangible Assets Test. (Approval of the NTA Proposal would only be effective upon approval of the Business Combination Proposal). If the Business Combination Proposal is not approved, the other Proposals, other than the Adjournment Proposal, will not be presented to the stockholders of Sizzle at the Special Meeting. The Adjournment Proposal, as well as the Advisory Charter Amendments Proposals in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination.

Q:     What will happen in the Business Combination?

A:     Upon consummation of the Business Combination, Sizzle and the Company will each become direct, wholly owned subsidiaries of a newly-formed holding company, Pubco. The merger consideration generally will be paid in Pubco Ordinary Shares. The merger consideration in the Business Combination to EUR is the number of Pubco Ordinary Shares equal to the amount of shares consisting of (i) $750,000,000, divided by (ii) the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement, and which we refer to as the Closing Share Consideration.

The Merger Agreement provides that at the Effective Time of the Business Combination:

(i)     all of the Sizzle Common Stock will be exchanged for the right to receive the Pubco Ordinary Shares (following which exchange all shares of Sizzle Common Stock will be cancelled and cease to exist); and

(ii)    all of the outstanding whole Sizzle Warrants will be assumed by Pubco and converted into the right to receive in each case a Pubco Warrant; and

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(iii)   Shareholders of the Company will receive Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) $750,000,000, divided by (ii) the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement, and which we refer to as the Closing Share Consideration.

Upon the Effective Time, the outstanding publicly traded units of Sizzle will be separated into their component securities, consisting of (a) one share of Sizzle Common Stock and (b) one-half of one Sizzle Warrant (each of which shall be exchanged in accordance with the foregoing description). According to the Merger Agreement, each registered holder of Sizzle Warrants will be eligible to have each whole Sizzle Warrant converted into one Pubco Warrant, following aggregation of such holder’s registered Sizzle Warrants, and rounded down to the nearest whole warrant following such aggregation of warrants, with no issuance of a fractional Pubco Warrant.

Additional Pubco Ordinary Shares will be contingently issuable to EUR, in the form of an earnout which is subject to certain terms and conditions relating to the price of Pubco Ordinary Shares, during the five year period following the consummation of the Business Combination, and which we refer to as the Earnout Shares. The Earnout Shares represent a number of Pubco Ordinary Shares equal to up to 10% of the Closing Share Consideration, and half (or 5%) are issuable if the VWAP (as defined in the Merger Agreement) of Pubco Ordinary Shares trades above $15 per share, and the other half (or 5%) are issuable if the VWAP for Pubco Ordinary Shares trades above $20 per share, in each case for any twenty trading days in any thirty day trading days during such five year period. The Earnout Shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance of the Earnout Shares.

For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Merger Consideration.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     In addition to approval of the Condition Precedent Proposals, there are a number of closing conditions in the Merger Agreement, including obtaining majority approval of the Business Combination by the holders of EUR shares which are publicly traded on the Australian Stock Exchange (the “ASX”) at a shareholder’s meeting. EUR’s Notice of Annual General Meeting was filed with the ASX on December 7, 2022 and the meeting was held on January 20, 2023. On January 20, 2023, EUR announced that at its Annual General Meeting it received its shareholders’ approval for the Business Combination. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to Consummation of the Merger” and “Summary of the Proxy Statement/Prospectus — The Proposals — The Business Combination Proposal.”

Q:     Why is Sizzle providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the Sizzle Certificate of Incorporation, Sizzle must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of Sizzle’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For legal and other reasons, Sizzle has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Sizzle is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination.

Q:     How many votes do I have at the Special Meeting?

A:     Sizzle stockholders are entitled to one vote at the Special Meeting for each share of Sizzle Common Stock held of record as of December 26, 2023, the Record Date for the Special Meeting. As of the Record Date, there were issued and outstanding 3,086,053 public shares of Sizzle Common Stock, 5,425,000 founder shares, 75,600 private placement shares held by EBC, 47,250 private placement shares held by Cantor and 722,750 private placement shares held by the Sponsor and Sizzle officers and directors. All 5,425,000 founders shares as of the date of this proxy statement/prospectus are held by Sponsor and may be voted by Sponsor, or its permitted transferees, at the Special Meeting (unless otherwise agreed by Sponsor); however, following the Special Meeting, Sponsor will transfer or surrender up to 2,049,250 of such shares as of and effective at the Closing, as provided in the Sponsor Support Agreement, as amended.

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Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     The approval of each of the Business Combination Proposal, the NTA Proposal and Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Sizzle Common Stock as of the Record Date. Accordingly, a Sizzle stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal or the Charter Amendment Proposal because an absolute percentage of affirmative votes is required to approve these proposals, regardless of how many votes are cast.

In contrast, approval of the remaining Proposals, in each case require the affirmative vote of the holders of a majority of the shares of Sizzle Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Sizzle stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Sizzle Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these remaining Proposals.

If the Business Combination Proposal is not approved, the other Condition Precedent Proposals and the NTA Proposal will not be submitted to a vote. The approval of the Condition Precedent Proposals are preconditions to the consummation of the Business Combination.

The Sizzle Initial Stockholders, which includes our Sponsor and our directors and officers, currently own 722,750 shares of Sizzle Common Stock issued in the Private Placement (in connection with the Sizzle IPO) and 5,425,000 founders shares, which is equal in aggregate to approximately 65.7% of issued and outstanding Sizzle Common Stock, and have agreed in connection with the Sizzle IPO to vote all of their founders shares, all of their private placement shares and any other Sizzle equity securities that they hold in favor of the Business Combination Proposal. There are currently outstanding 9,356,653 shares of Sizzle Common Stock. As a result, assuming such presence and participation by the Sizzle Initial Stockholders, including the Sponsor and our directors and officers, at the Special Meeting, holders of our public shares (other than any such persons) would not be required to be present at the Special Meeting in order to form a quorum, and the Business Combination Proposal and the other Proposals may be passed without any votes in favor by such holders of our public shares.

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Our public stockholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by holders of our public shares.

The Merger Agreement provides that the obligations of EUR to consummate the Business Combination are conditioned on, among other things, the satisfaction of the Minimum Cash Condition. If such condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. For a description of the financing arrangements entered into, or expected to be entered into, by Sizzle and/or Pubco in connection with the Business Combination, please see “The Business Combination Proposal — Financing Arrangements.” There can be no assurance that EUR would waive the Minimum Cash Condition. In addition, the NTA Proposal is being presented to remove the limitation in Sizzle’s existing certificate of incorporation that prohibits Sizzle from redeeming public shares in an amount that would cause Sizzle’s net tangible assets (as determined therein) to be less than $5,000,001. The passage of the NTA Proposal poses risks to stockholders which are described in “Risk Factors — Risks Related to the NTA Proposal” contained elsewhere in this proxy statement/prospectus.

Q:     Did Sizzle’s Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. Sizzle’s Board obtained an opinion from Marshall & Stevens, dated October 20, 2022.

Please see the section entitled “Opinion of Marshall & Stevens” and the opinion of Marshall & Stevens attached hereto as Annex E for additional information.

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Q:     Why is Sizzle proposing the NTA Proposal?

A:     The adoption of the proposed NTA Amendment to remove the Redemption Limitation related provisions from the Existing Sizzle Charter is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public stockholders even if such redemptions result in Sizzle having net tangible assets that are less than $5,000,001 and by permitting consummation of a business combination even if it would cause Sizzle’s NTA to be less than $5,000,001 either immediately prior to or upon consummation of such a business combination. The purpose of the Redemption Limitation was initially to ensure that the Sizzle Common Stock is not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because we expect that the Pubco Ordinary Shares will not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Sizzle is presenting the NTA Proposal so that the parties may consummate the Business Combination even if Sizzle has $5,000,000 or less in NTA at the Closing. The passage of the NTA Proposal poses risks to stockholders, including relating to the removal of the net tangible assets minimum required in the Redemption Limitation, in the event the Business Combination was not consummated, and otherwise, and which are described in “Risk Factors — Risks Related to the NTA Proposal” contained elsewhere in this proxy statement/prospectus. The NTA Proposal is conditioned upon approval of the Business Combination Proposal, and so if the Business Combination is not approved, the NTA Proposal likewise would not be approved.

Q:     May Sizzle, the Sponsor or Sizzle’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve Proposal 1 (Business Combination Proposal) and the other proposals Sizzle and its affiliates may purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would in a privately negotiated purchase arrangement include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, Sizzle’s directors, officers or advisors, or their affiliates reserve the right to purchase shares from holders of Sizzle Common Stock who have already elected to exercise their redemption rights, in which event such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or Sizzle Common Stock owned by the Sponsor and/or Sizzle’s directors, officers, advisors, or their affiliates. The purpose of these purchases would be to increase the amount of cash available to Sizzle for use in the Business Combination. None of Sizzle, the Sponsor or Sizzle’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Any Sizzle Common Stock purchased by the Sponsor or Sizzle’s directors, officers or advisors, or their respective affiliates will not (i) be purchased at a price higher than the price offered through the redemption process in the Redemption, (ii) be voted in favor of the Business Combination or (iii) have redemption rights, and if such SPAC Common Stock does have redemption rights then such rights will be waived by the Sponsor, or Sizzle’s directors, officers or advisors, or their respective affiliates.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Sizzle will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of shares of Sizzle Common Stock purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of shares of Sizzle Common Stock for which Sizzle has received redemption requests.

Unlike our Sponsor’s and Sizzle Initial Stockholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement. However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities,” to the extent those shares were acquired by an affiliate of Sizzle,

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unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date Pubco files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and Pubco has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

Q:     What constitutes a quorum at the Special Meeting?

A:     The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding capital stock of Sizzle representing a majority of the voting power of all outstanding shares of capital stock of Sizzle entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date, 4,678,327 shares of Sizzle Common Stock would be required to achieve a quorum assuming Sizzle has 9,356,653 shares of Sizzle Common Stock issued and outstanding.

Q:     What equity stake will current stockholders of Sizzle and EUR hold in Pubco after the Closing?

A:     As of December 26, 2023, there were 9,356,653 shares of Sizzle Common Stock issued and outstanding. Sizzle’s public stockholders currently own 3,086,053 shares of Sizzle Common Stock, equal to approximately 33.0% of issued and outstanding Sizzle Common Stock, and our Sponsor together with our Initial Stockholders including our directors and officers currently own 722,750 private placement shares and 5,425,000 founders shares equal to approximately 65.7% of issued and outstanding Sizzle Common Stock, Cantor owns 47,250 representative shares and EBC owns 75,600 EBC Shares, together consisting of approximately 1.3% of issued and outstanding Sizzle Common Stock.

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by Sizzle’s public stockholders, Sizzle’s existing stockholders, including the Sponsor, will own approximately 7.0% of the outstanding Pubco Ordinary Shares (of which approximately 4.0% will be owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriters in connection with its initial public offering will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 19.6% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.8% of the outstanding Pubco Ordinary Shares (consisting of approximately 1.0% owned by CCM and 2.8% owned by Jett), and EUR will own approximately 66.6% of the outstanding Pubco Ordinary Shares. If are redemptions by Sizzle’s public stockholders up to the maximum level presented for the Business Combination in the accompanying proxy statement/prospectus, immediately following completion of the Business Combination, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.1% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC as underwriters and stockholders in connection with the Sizzle IPO will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 20.2% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.9% of the outstanding Pubco Ordinary Shares (consisting of approximately 1.0% owned by CCM and 2.9% owned by Jett), and EUR will own approximately 68.7% of the outstanding Pubco Ordinary Shares.

These percentages do not include the Earnout Shares, or shares issuable in connection with any prospective Pubco compensation plan, and are calculated based on a number of assumptions as described in the accompanying proxy statement/prospectus. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Pubco will be different. See “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on Sizzle’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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The following table illustrates the post-Closing share ownership of Pubco under the (1) No Redemption scenario, (2) 50% Redemption Scenario and (3) Maximum redemption scenario:

 

No
Redemptions
(1)

 

50%
Redemption
(2)

 

Maximum
Redemption
(3)

   

Sizzle public stockholders(4)

 

3,086,053

 

3.0

%

 

1,543,026

 

1.5

%

 

 

0.0

%

Sizzle Sponsor, Initial Stockholders and directors and officers(5)

 

4,098,500

 

4.0

%

 

4,098,500

 

4.1

%

 

4,098,500

 

4.1

%

Reallocation of Sponsor Shares(6)

 

2,049,250

 

2.0

%

 

2,049,250

 

2.0

%

 

2,049,250

 

2.1

%

Cantor and EBC(7)

 

1,022,850

 

1.0

%

 

1,022,850

 

1.0

%

 

1,022,850

 

1.0

%

Vellar(8)

 

20,000,000

 

19.6

%

 

20,000,000

 

19.9

%

 

20,000,000

 

20.2

%

Jett Capital(9)

 

2,865,374

 

2.8

%

 

2,865,374

 

2.8

%

 

2,865,374

 

2.9

%

CCM(10)

 

1,000,000

 

1.0

%

 

1,000,000

 

1.0

%

 

1,000,000

 

1.0

%

EUR(11)

 

67,989,216

 

66.6

%

 

67,989,216

 

67.6

%

 

67,989,216

 

68.7

%

Pro Forma Combined Company Common Stock

 

102,111,243

 

100

%

 

100,568,216

 

100.0

%

 

99,025,190

 

100

%

____________

(1)      Presents Sizzle’s current outstanding number of public shares as of the date of this proxy statement/prospectus, which are 3,086,053 public shares after giving effect to redemptions as described in the Extension Amendment. This column assumes there are no redemptions by holders of Sizzle public shares in connection with the Special Meeting.

(2)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 50% of Sizzle’s public shares by holders of public shares in connection with the Special Meeting (equating to a redemption amount of approximately $17,021,374, assuming a redemption price of $11.03 per share, as of October 19, 2023).

(3)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus and additional redemptions by holders of Sizzle public shares in connection with the Special Meeting, and reflecting a redemption of 100%, or 3,086,053, of Sizzle’s public shares (equating to a redemption amount of approximately $34,042,748, assuming a redemption price of $11.03 per share, as of October 19, 2023). The maximum redemption scenario assumes the approval of the NTA Proposal.

(4)      Underlying Sizzle public shares are redeemable with the Business Combination and Sizzle public stockholders may exercise their right to have their shares redeemed for cash.

(5)      Shares currently held by the Sponsor plus the Sizzle Initial Stockholders, which includes Sizzle directors and officers, include 722,750 private placement shares held by the Sizzle Initial Stockholders and 5,425,000 founders shares held by the Sponsor. All 5,425,000 founders shares as of the date of this proxy statement/prospectus are held by Sponsor and may be voted by Sponsor, or its permitted transferees, at the Special Meeting (unless otherwise agreed by Sponsor); however, following the Special Meeting, Sponsor will transfer or surrender up to 2,049,250 of such shares as of and effective at the Closing, as provided in the Sponsor Support Agreement, as amended (see Note 6).

(6)      Reflects the 2,049,250 shares of Sizzle Common Stock to be surrendered or transferred by the Sponsor pursuant to the Sponsor Support Agreement. These shares may be voted by Sponsor in connection with the Special Meeting and the Business Combination Proposal, as reflected elsewhere in this proxy statement/prospectus, unless otherwise agreed by Sponsor. However, as of the date of the Closing of Business Combination, which is subsequent to the date of the Special Meeting, these shares may be transferred by Sponsor or Sizzle as provided in the Sponsor Support Agreement, as amended. Please see “The Business Combination Proposal — Sponsor Support Agreement.”

(7)      Shares as of the Closing held by Cantor (947,250 shares, consisting of the 900,000 shares as compensation to Cantor in connection with the deferred underwriting fee and 47,250 representative shares which Cantor purchased in a private placement in connection with the Sizzle IPO) and EBC (consisting of the EBC Shares).

(8)      Reflects shares issuable to Vellar at Closing pursuant to the Equity Forward Arrangement and assumes that Vellar does not purchase any shares of Sizzle Common Stock in the open market prior to the Closing. For additional information on the Equity Forward Arrangement, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — Vellar Agreement.

(9)      Reflects Pubco Ordinary Shares issuable to Jett Capital upon Closing pursuant to the Jett Amended Letter.

(10)    Reflects Pubco Ordinary Shares issuable to CCM upon Closing pursuant to the CCM Amended Letter.

(11)    The issuance 67,989,216 Pubco Ordinary Shares to EUR pursuant to the Merger Agreement in the No Redemption, 50% Redemption and Maximum Redemption scenarios. This amount has been calculated based on the stated value of $750,000,000 for the Acquired Business (as defined in the Merger Agreement) divided by the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the Closing as provided in the Merger Agreement. Such amount does not reflect the Earnout Shares that EUR may be issued pursuant to the Merger Agreement. If the full amount of the Earnout Shares were to be issued (which for this purpose is assumed to be 6,798,922 Pubco Ordinary Shares, amounting to 10% of the Pubco Ordinary Shares issued at Closing, which is the full amount of the Earnout), and after giving effect to the reallocation of Sponsor Shares, in the (a) No Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 6.6% of the outstanding Pubco Ordinary Shares

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(of which approximately 3.8% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 18.4% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.5% of the outstanding Pubco Ordinary Shares (consisting of approximately 0.9% owned by CCM and 2.6% owned by Jett) and EUR will own approximately 68.7% of the outstanding Pubco Ordinary Shares, (b) 50% Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.3% of the outstanding Pubco Ordinary Shares (of which approximately 3.8% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 18.6% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.6% of the outstanding Pubco Ordinary Shares (consisting of approximately 0.9% owned by CCM and 2.7% owned by Jett) and EUR will own approximately 69.7% of the outstanding Pubco Ordinary Shares, and (c) Maximum Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 3.9% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 18.9% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.6% of the outstanding Pubco Ordinary Shares (consisting of approximately 0.9% owned by CCM and 2.7% owned by Jett) and EUR will own approximately 70.7% of the outstanding Pubco Ordinary Shares.

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) the issuance of any shares relating to any additional private placement shares that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s working capital loans made to Sizzle, (iii) any issuance of shares underlying the Sizzle Warrants (which after the Business Combination, will be exchanged for the Pubco Warrants) (please refer to the table below entitled “Additional Dilution Sources” showing dilution from the exercise of Sizzle Warrants), (iv) the Earnout Shares, or (v) any adjustments to the Merger Consideration payable to EUR pursuant to terms set forth in the Merger Agreement. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each. The maximum redemption scenario described above assumes the approval of the NTA Proposal and as a result there would not be a related net tangible assets test limiting redemptions as of the Closing.

Share ownership and the related voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. Sizzle cannot predict how many Sizzle public stockholders will exercise their right to have their shares redeemed for cash. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Sizzle stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

In addition, the following table illustrates varying ownership levels of holders of Sizzle Warrants in Pubco Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise of Sizzle Warrants (which upon the occurrence of the Business Combination are exchanged for Pubco Warrants). The assumptions discussed above continue to apply other than that exercise of Sizzle Warrants. The table below does not adjust present adjustment for all of the holders described above, on a percentage basis, but only presents the percentages for holders of Sizzle Warrants assuming they exercised their warrants immediately after the closing of the Business Combination (although the terms of the Sizzle Warrant only allow exercise beginning 30 days after the Closing and only at an exercise price of $11.50 per share). The Sizzle Warrants are not subject to redemption, and accordingly will remain outstanding under any referenced redemption scenario, although given the exercise price of $11.50 per share they are unlikely to be exercised unless Pubco Ordinary Shares trade above such exercise price:

Additional Dilution Sources(1)

 

Assuming
No Redemptions
(2)

 

% of
Total

 

Assuming
50%
Redemption
(3)

 

% of
Total

 

Assuming
Maximum
Redemption
(4)

 

% of
Total

Shares underlying Sizzle Warrants(5)

 

7,750,000

 

7.59

%

 

7,750,000

 

7.71

%

 

7,750,000

 

7.83

%

____________

(1)      All share numbers and percentages for the “Additional Dilution Sources” are presented without the potential reduction of any amounts paid by the holders of the given “Additional Dilution Sources” and therefore may overstate the presentation of dilution. Calculation does not give effect to the exercise price of $11.50 paid upon exercise of the Sizzle Warrants.

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(2)      Shows actual outstanding securities after giving effect to the Extension Amendment. The Extension Amendment had no effect on outstanding Sizzle Warrants.

(3)      Assumes that 50% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(4)      Assumes that 100% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(5)      Assumes exercise of all Sizzle Warrants exercisable to purchase 7,750,000 shares of Sizzle Common Stock. Assumes exchange of all Sizzle Warrants for Pubco Warrants in connection with the Business Combination.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

The following table shows the dilutive effect and the effect on the per share value of Pubco Ordinary Shares held by non-redeeming holders of Sizzle Common Stock under a range of redemption scenarios and Sizzle Warrant exercise scenarios:

 

Assuming No
Redemptions
(1)

 

Assuming
50% Redemptions
(2)

 

Maximum Redemptions(3)

   

(shares in thousands)

               
   

Shares

 

Value
Per Share
(4)

 

Shares

 

Value
Per Share
(5)

 

Shares

 

Value
Per Share
(6)

Base Scenario(7)

 

102,111

 

$

7.34

 

100,568

 

$

7.46

 

99,025

 

$

7.57

Excluding Sponsor Shares and Rep Shares(8)

 

96,990

 

 

7.73

 

95,447

 

 

7.86

 

93,904

 

 

7.99

Exercising Sizzle Warrants(9)(10)

 

109,861

 

 

6.83

 

108,318

 

 

6.92

 

106,775

 

 

7.02

____________

(1)      Amounts shown take into account 11,076,703 shares of Sizzle Common Stock that were tendered for redemption in connection with the special meeting of shareholders held on February 1, 2023 at a redemption price of $10.32 per share.

(2)      Assumes that 50% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(3)      Assumes that 100% of Sizzle’s outstanding public shares are redeemed in connection with the Business Combination and the NTA Proposal is approved.

(4)      Based on a post-transaction equity value of Pubco of $750 million adjusted for no redemptions.

(5)      Based on a post-transaction equity value of Pubco of $750 million adjusted for 50% redemptions.

(6)      Based on a post-transaction equity value of Pubco of $750 million adjusted for maximum redemptions.

(7)      Represents the post-Closing share ownership in Pubco held by non-redeeming holders of Sizzle Common Stock assuming various levels of redemption by holders of Sizzle Common Stock.

(8)      Represents the Base Scenario excluding the founders shares and private placement shares held by Sponsor and the Sizzle Initial Stockholders (which are referred to collectively in this table as “Sponsor Shares”) and excluding the representative shares held by Cantor and excluding the EBC Shares held by EBC (which are referred to collectively in this table as “Rep Shares”).

(9)      Represents the Base Scenario plus the full exercise of the Sizzle Warrants for 7,750,000 Pubco Ordinary Shares.

(10)    Does not account for proceeds paid to Sizzle or Pubco, if any, in connection with payment of the exercise prices for Sizzle Warrants or Pubco Warrants.

For further details, see “Business Combination Proposal — Merger Consideration.”

Q:     What are the effective deferred underwriting fees on a percentage basis for Sizzle Common Stock based on the level of redemptions?

A:     In an amendment to their Underwriting Agreement, dated as of October 26, 2023, and which is attached as an exhibit to this proxy statement/prospectus, the Representative agreed to accept payment of the deferred underwriting commission payable to Representative under its underwriting agreement in connection with the Sizzle IPO in a number shares of Sizzle or Pubco in the amount of 900,000 of such shares. This number is not based on level of redemptions. Accordingly, there is not a cash deferred underwriting fee payable in the Business Combination.

Q:     How will the Sponsor and our directors and officers vote?

A:     The Sizzle Initial Stockholders, which includes our Sponsor and our directors and officers, currently own 722,750 shares of Sizzle Common Stock issued in the Private Placement (in connection with the Sizzle IPO) and 5,425,000 founders shares, which is equal in aggregate to approximately 65.7% of issued and outstanding Sizzle Common Stock, and have agreed in connection with the Sizzle IPO to vote all of their founders shares, all of their private placement shares and any other Sizzle equity securities that they hold in favor of

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the Business Combination Proposal. There are currently outstanding 9,356,653 shares of Sizzle Common Stock. As a result, assuming such presence and participation by the Sizzle Initial Stockholders, including the Sponsor and our directors and officers, at the Special Meeting, holders of our public shares (other than any such persons) would not be required to be present at the Special Meeting in order to form a quorum, and the Business Combination Proposal and the other Proposals may be passed without any votes in favor by such holders of our public shares.

Q:     What interests do Sizzle’s current officers and directors have in the Business Combination?

A:     The Sponsor, members of Sizzle’s Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include, among other things:

        If the Business Combination with the Company or another business combination is not consummated by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), Sizzle will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and board of directors, dissolving and liquidating. In such event, the founders shares held by the Sponsor and certain directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the Sizzle IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $67.4 million based upon the closing price of $10.96 per share on Nasdaq on December 26, 2023 (and assuming no reduction in value based on them being restricted securities, or re-valuation of the securities in connection with the Business Combination). On the other hand, if the Business Combination is consummated, each outstanding share of Sizzle Common Stock will be converted into one Pubco Ordinary Share.

        If the Business Combination with the Company or another business combination is not consummated by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), Sizzle will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and board of directors, dissolving and liquidating. In such event, the 722,750 private placement shares held by the Sponsor would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such private placement shares had an aggregate market value of approximately $7.9 million based upon the closing price of $10.96 per share of Sizzle Common Stock on Nasdaq on December 26, 2023 (and assuming no reduction in value based on them being restricted securities, or re-valuation of the securities in connection with the Business Combination).

        If Sizzle is unable to complete a business combination within the required time period under the Sizzle Certificate of Incorporation, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of potential target businesses or claims of vendors or other entities that are owed money by Sizzle for services rendered or contracted for or products sold to Sizzle. If Sizzle consummates a business combination, on the other hand, Sizzle and ultimately the combined company will be liable for all such claims.

        Unless Sizzle consummates an initial business combination, the Sponsor and Sizzle’s officers, directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. The amount of out-of-pocket expenses and other fees, for which Sponsor and Sizzle’s officers and directors and their affiliates are awaiting reimbursement as of December 26, 2023, consists of (a) a $10,000 per month administrative fee to an affiliate of Sizzle’s executive officers, for use of Sizzle’s office space and related services (all of which monthly have been paid to date); (b) a $129,437 loan outstanding made by our Sponsor in connection with the Sizzle IPO (as described below); and (c) the SPAC Transaction Expenses, including, without limitation (i) the fees and disbursements of outside counsel, as well as the fees and expenses of accountants to Sizzle and of the consultants and other advisors to Sizzle; (ii) the fees and disbursements of bona fide third-party investment bankers and financial advisors to Sizzle; (iii) Extension Expenses (including indebtedness related to such Extension Expenses) and (iv) payments by Sizzle of

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filing fees by EUR to the Australian Stock Exchange prior to Closing or any governmental entity, in connection with the Business Combination; which in the event the Business Combination is consummated (and without any other amendments thereto) in aggregate are estimated (in a No Redemption Scenario) to amount currently estimated to be $9.2 million based on each of Jett and CCM receiving capital stock in lieu of a cash fee as provided in the Jett Amended Letter and CCM Amended Letter.

        Based on the difference in the purchase price of $0.004 that the Sponsor paid for each of the founders shares, as compared to the purchase price of $10.00 per unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the Closing falls below the price initially paid for the units in the IPO and the public shareholders experience a negative rate of return following the Closing of the Business Combination.

        The Merger Agreement provides for the continued indemnification of Sizzle’s current directors and officers and the continuation of directors and officers liability insurance covering Sizzle’s current directors and officers.

        The Sponsor and/or its officers and directors (or their affiliates or members) may make loans and/or capital contributions from time to time to Sizzle to fund certain capital requirements. The Sponsor agreed to loan Sizzle an aggregate of up to $150,000, of which $129,437 (including fees) was outstanding as of December 26, 2023 (as the note is currently without fixed terms). The Sponsor, its affiliates and Sizzle’s officers and directors have a Promissory Note and indebtedness outstanding from Sizzle relating to the Extension Expenses. Additionally, $600,000 was outstanding under Extension Notes as of the date of this proxy statement/prospectus. On February 6, 2023 and July 6, 2023, ASJC Global LLC – Series 11, a member of the Sponsor, contributed $400,000 and $200,000 respectively to the Sponsor for Extension Funds, in exchange for 300,000 and 150,000 of founders shares, respectively. Furthermore, on July 31, 2023, Sponsor raised $175,000, on August 30, 2023, Sponsor raised $60,000, on October 4, 2023 Sponsor raised $75,000, and on November 2, 2023, the Sponsor raised $120,000, in each case from Polar Subscriptions, in exchange in the aggregate for 430,000 founders shares held by Sponsor, and this aggregate amount, consisting of $430,000, was loaned as Extension Loans by Sponsor to Sizzle to pay into the Trust Account as Extension Funds. Additional loans or contributions may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Sizzle outside of the Trust Account.

        Carolyn Trabuco will be the Sizzle designee to the Pubco Board upon the effectiveness of the Business Combination. As a director, in the future, Ms. Trabuco may receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to its directors.

In addition to the interests of Sizzle’s directors and officers in the Business Combination, Sizzle stockholders should be aware that the certain other persons may have financial interests that are different from, or in addition to, the interests of Sizzle stockholders, including:

        Cantor, as the Representative of Sizzle’s underwriters in the IPO, in the Underwriting Agreement Amendment has agreed to accept shares for purposes of the deferred underwriting commission in that agreement, in the amount of 900,000 shares. In addition, Cantor also purchased 47,250 representative shares from Sizzle for $10.00 per share in a private placement basis simultaneously with the consummation of the Sizzle IPO and the subsequent partial exercise of the underwriter’s over-allotment option. Together these shares had an aggregate market value of approximately $10.4 million based upon the closing price of $10.96 per share on Nasdaq on December 26, 2023 (assuming these privately placed shares to Cantor have the same price as publicly traded shares of Sizzle Common Stock). These shares will become worthless if Sizzle does not consummate a business combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation). On the other hand, if the Business Combination is consummated, each outstanding representative share will be exchanged for one share of Pubco and Cantor will receive an issuance of Pubco Ordinary Shares described in the Underwriting Agreement Amendment.

        EBC owns an aggregate of 75,600 EBC shares. Such EBC shares had an aggregate market value of approximately $0.8 million based upon the closing price of $10.96 per share on Nasdaq on December 26, 2023. The EBC shares will become worthless if Sizzle does not consummate a business

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combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation). On the other hand, if the Business Combination is consummated, each outstanding EBC share will be exchanged for one share of Pubco.

        On August 4, 2023, Sizzle entered into an amendment with CCM, as financial advisor for merger and acquisition financial advisory services in connection with a business combination, including the Business Combination (the “M&A Services”) to CCM’s existing engagement agreement for providing M&A Services. For its M&A Services, pursuant to such amendment, CCM has agreed to be paid entirely, other than customary expense reimbursement, in the form of 1,000,000 Pubco Ordinary Shares (after giving effect to the exchange of ordinary shares of the Company for such Pubco Ordinary Shares). Other than piggyback rights to registration and registration rights, CCM’s shares would have the same rights as other holders of shares of the Company in the Business Combination. In connection with the obligation of Critical Metals to pay for or reimburse specified transaction expenses of the Business Combination as provided in the First Amendment, dated January 4, 2023, it is anticipated that Pubco will fulfill such obligation in the First Amendment to compensate EUR for payment of such Sizzle Transaction Expenses and Company Transaction Expenses (in each case as defined in the Business Combination Agreement) by issuance of Pubco Ordinary Shares to EUR following the Closing of the Business Combination. If the Business Combination is not consummated, CCM will not be paid the CCM Transaction Fee.

        On August 3, 2023, EUR entered into an amendment with Jett Capital, as financial advisor for strategic and merger and acquisition financial advisory services in connection with a business combination or other strategic transaction, including the Business Combination (the “Jett Strategic Advisory Services”) to Jett’s existing engagement agreement with EUR for providing Jett Strategic Advisory Services. For Jett Strategic Advisory Services, pursuant to such amendment, Jett has agreed to be paid, other than customary expense reimbursement, in the form of 2,865,374 Pubco Ordinary Shares (after giving effect to the exchange of ordinary shares of the Company for such Pubco Ordinary Shares). Other than Jett’s piggyback rights to registration and registration rights, such shares of Jett would have the same rights as other holders of shares of the Company in the Business Combination. In connection with the obligation of Pubco (Critical Metals) to pay for or reimburse specified transaction expenses of the Business Combination as provided in the First Amendment, dated January 4, 2023, it is anticipated that Pubco will fulfill such obligation in the First Amendment to compensate EUR for payment of such Sizzle Transaction Expenses and Company Transaction Expenses (in each case as defined in the Business Combination Agreement) by issuance of Pubco Ordinary Shares to EUR following the Closing of the Business Combination.

These interests may influence Sizzle’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Q:     What happens if I sell my shares of Sizzle Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Sizzle Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Sizzle Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:     What happens if the Business Combination Proposal is not approved?

A:     Pursuant to the amended Sizzle Certificate of Incorporation, if the Business Combination Proposal is not approved and Sizzle does not otherwise consummate an alternative business combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), Sizzle will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

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Q:     Do I have redemption rights?

A:     Pursuant to the Sizzle Certificate of Incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Sizzle Certificate of Incorporation. As of October 19, 2023, based on funds in the Trust Account of approximately $34,042,748 on such date, the pro rata portion of the funds available in the Trust Account for the redemption of the 3,086,053 outstanding public shares of Sizzle Common Stock was approximately $11.03 per share (before taxes paid or payable), and as of November 28, 2023, the funds in the Trust Account were approximately $34,206,104. It is anticipated that the per share redemption price will be approximately $11.03 (before taxes payable on accrued interest in the Trust Account) at the closing of the Business Combination, which is anticipated to occur during 2023. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Sizzle Common Stock for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Sizzle’s transfer agent prior to the Special Meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Special Meeting of Sizzle Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Holders of Sizzle Warrants do not have redemption rights with respect to their Sizzle Warrants. At the Closing of the Business Combination, the Sizzle Warrants will be exchanged for Pubco Warrants.

Holders of our public shares who also hold Sizzle Warrants may elect to redeem their public shares, and still retain their Sizzle Warrants. The value of our Sizzle Warrants based on a recent trading price as of December 26, 2023 was $775,000. Public stockholders who redeem their shares of Sizzle Common Stock may continue to hold any Sizzle Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Sizzle Warrants, if despite such redemptions, the Business Combination was consummated. Assuming the maximum redemption of the shares of Sizzle Common Stock held by the redeeming holders of Sizzle public shares, up to 7,750,000 publicly traded Sizzle Warrants would be retained by redeeming holders of Sizzle public shares (assuming all such holders elected not to exercise their warrants, and assuming the Business Combination occurred despite such redemptions, thereby permitting the exercise of Sizzle Warrants following the Closing) with an aggregate market value of $775,000, based on the market price of $0.10 per Sizzle Warrant as of December 26, 2023.

As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your Sizzle Warrants. For more information see “Risk Factors — Our holders of Sizzle Warrants may elect to redeem their public shares while retaining their Sizzle Warrants, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the Sizzle Warrants will expire worthless.”

For information about the per share value of Sizzle Common Stock given different levels of redemptions, see “Questions and Answers — What equity stake will current stockholders of Sizzle and EUR hold in Pubco after the Closing?”

If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your Sizzle Warrants are only exercisable 30 days following a business combination, if we do not consummate a business combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), and we are required to liquidate, your Sizzle Warrants will not be exercisable and expire worthless.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you attend or vote your shares of Sizzle Common Stock at the Special Meeting, and regardless of how you vote your shares with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

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Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on January 19, 2024 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Sizzle’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, Sizzle does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the federal income tax consequences of exercising my redemption rights?

A:     Subject to the discussion below regarding stockholders who elect to participate in the redemption and also participate in the Merger, Sizzle expects that Sizzle stockholders who exercise their redemption rights to receive cash in exchange for their shares of Sizzle Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of such common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable U.S. federal income tax law) in the redeeming stockholder’s percentage ownership in Sizzle (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent of Sizzle’s current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of Sizzle’s current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of Sizzle Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of Sizzle Common Stock. These tax consequences are described in more detail in the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Notwithstanding the foregoing, if a U.S. Holder (as defined in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations”) elects to participate in the redemption with respect to a portion, but not all, of its Sizzle Common Stock, it is possible that such redemption may be treated as integrated with the Merger rather than as a separate transaction. As discussed in further detail below, it is intended that the (i) Merger, together with other relevant portions of the transactions contemplated by the Merger Agreement, qualifies as an integrated transaction described in Section 351 of the Code (a “Section 351 Transaction”) and (ii) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (a “Section 368(a) Reorganization”). If the Merger qualifies as a Section 368(a) Reorganization, and if the redemption is treated as integrated with the Merger (rather than as a separate transaction), cash received by such U.S. Holder in the redemption may also be treated as taxable boot received in the Section 368(a)

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Reorganization (which, depending on the circumstances applicable to such U.S. Holder, may be treated either as (i) capital gain (but not loss) in a manner similar to that described above but not in excess of the amount of cash received or (ii) dividend income to the extent of (although not entirely clear) Pubco’s current and accumulated earnings and profits, taxable as described above.

If the Merger does not qualify as a Section 368(a) Reorganization but qualifies as a part of a Section 351 Transaction, it is possible that such cash, together with Pubco Warrants (if any) received in exchange for Sizzle Warrants, may be treated as taxable boot received in the Section 351 Transaction, in which case gain (but not loss) may be recognized on the Merger and redemption in an amount equal to the lesser of (A) the aggregate amount of gain realized by such holder (generally, the sum of excess (if any) of (x) the value of the Pubco Ordinary Shares and Pubco Warrants received in the Merger and the amount of cash received in the redemption over (y) such U.S. Holder’s adjusted basis in the Sizzle Common Stock and Sizzle Warrants exchanged therefor pursuant to the Merger and/or the redemption, computed on an asset-by-asset basis) and (B) the sum of the amount of cash received in the redemption and the value of the Sizzle Warrants received in the Merger). Under this possible characterization, such U.S. Holder may be required to recognize an amount of gain or income (if any) that is different than if the redemption of Sizzle Common Stock was treated as a separate transaction from the exchange pursuant to the Merger and would not be entitled to recognize any loss with respect to its redeemed Sizzle Common Stock.

In addition, if a U.S. Holder that elects to participate in a redemption with respect to all its Sizzle Common Stock maintains its ownership of Sizzle Warrants, such redemption also may be treated as integrated with the Merger rather than as a separate transaction (with the same taxation effects described in the above two paragraphs). In such case, even if the Merger were treated as a Section 368(a) Reorganization, and no gain or loss generally would be recognized upon the deemed exchange of Sizzle Warrants for Pubco Warrants, cash received by such U.S. Holder in a redemption may also be treated as taxable boot received in the Section 368(a) Reorganization, in which case the U.S. Holder generally is taxed in a manner described in the immediately preceding paragraph. Under this possible characterization, such U.S. Holder generally is expected to recognize capital gain (but not loss) on such redemption in an amount equal to the difference between the amount of cash received and such U.S. Holder’s adjusted basis in the Sizzle Common Stock exchanged therefor. If the IRS were to assert, and a court were to sustain, such a contrary position, such U.S. Holder may be required to recognize an amount of gain or income (if any) that is different than if the redemption of Sizzle Common Stock was treated as a separate transaction from the exchanges pursuant to the Merger. If the Merger were not treated as a Section 368(a) Reorganization, then the tax treatment to such U.S. Holder would be similar to if the redemption and Merger were not integrated.

U.S. Holders that elect to participate in the redemption and also participate in the Merger are urged to consult their tax advisors regarding the possible integration of the redemption and the Merger as a single transaction.

Q:     What are the U.S. federal income tax consequences if I participate in the Business Combination?

A:     It is intended that the (i) Merger, together with other relevant portions of the transactions contemplated by the Merger Agreement, qualifies as a Section 351 Transaction and (ii) the Merger qualifies as a Section 368(a) Reorganization. However, the provisions of Section 351 and 368(a) of the Code are complex and qualification as a non-recognition transaction under either of these provisions are subject to factual and legal uncertainties and could be adversely affected by events or actions that occur prior to or following the Business Combination. In particular, there are many requirements that must be satisfied in order for the Merger to qualify as a Section 368 Reorganization, some of which are based upon factual determinations and others are based on legal determinations that are fundamental to corporate reorganizations. For example, there is significant uncertainty as a matter of law whether an entity that may not be considered to have a historic business, such as Sizzle, can satisfy the “continuity of business enterprise” requirement under Section 368 of the Code. In addition, the Merger’s ability to qualify for reorganization treatment could be adversely affected by events or actions that occur prior to or at the time of the Merger, some of which are outside the control of Sizzle. For example, the requirements for reorganization treatment could be affected by the magnitude of Sizzle Common Stock redemptions that occur in connection with the Business Combination. As a result, neither Sizzle’s nor the Company’s counsel is able to opine as to whether the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code.

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If the Merger qualifies as part of a Section 351 Transaction or as a Section 368(a) Reorganization, subject to Section 367(a) of the Code discussed below, then U.S. Holders (as defined in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations”) of Sizzle Common Stock who do not exercise their redemption rights and who participate in the Business Combination generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of Sizzle Common Stock solely for Pubco Ordinary Shares.

In addition, the appropriate U.S. federal income tax treatment of Pubco Warrants received in the Merger is uncertain because, as noted above, it is unclear whether the Merger qualifies as a Section 368(a) Reorganization.

Moreover, Section 367(a) of the Code and the Treasury regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-deferred treatment (i) with respect to the exchange of Sizzle Common Stock for Pubco Ordinary Shares in the Merger under Section 368(a) of the Code or Section 351(a) of the Code and (ii) with respect to the exchange of Sizzle Warrants for Pubco Warrants in the Merger under Section 368(a) of the Code. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of your participation in the Business Combination. See “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of Sizzle Warrants have no redemption rights with respect to such warrants.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     Under the DGCL, there are no appraisal rights available to holders of shares of Sizzle Common Stock or holders of our warrants in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

        Sizzle stockholders who properly exercise their redemption rights;

        certain fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Sizzle or EUR in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

        any loans owed by Sizzle to its Sponsor for any Sizzle transaction expenses or other administrative expenses incurred by Sizzle; and

        for general corporate purposes including, but not limited to, working capital for operations.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Sizzle is unable to complete the Business Combination or another initial business combination transaction by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation, as discussed below), the Sizzle Certificate of Incorporation provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to Sizzle to pay taxes payable and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

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stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to those shares.

In the event of liquidation, there will be no distribution with respect to Sizzle’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The closing is expected to take place before the end of 2023.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:     What will Sizzle stockholders receive in the Business Combination?

A:     Upon completion of the Business Combination, each outstanding share of Sizzle Common Stock will be exchanged for one Pubco Ordinary Share. Shares held by Sizzle as treasury stock or that are owned by Sizzle, which we refer to as the Sizzle excluded shares, will not be exchanged and will be cancelled.

Q:     What will Sizzle warrant holders receive in the Business Combination?

A:     Upon completion of the Business Combination, all of the warrants exercisable into Sizzle Common Stock will be converted into warrants exercisable into Pubco Ordinary Shares having the same exercise price and other terms and conditions as the original warrants.

Q:     If I am a Sizzle Warrant holder, will my warrants become exercisable for Pubco Ordinary Shares if the Business Combination is consummated?

A:     Upon completion of the Business Combination, all of the warrants exercisable into Sizzle Common Stock will be converted into warrants exercisable into Pubco Ordinary Shares having the same exercise price and other terms and conditions as the original warrants.

Q:     If the Business Combination is completed, when can I expect to receive the Pubco Ordinary Shares
for my shares of Sizzle
Common Stock?

A:     After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Sizzle security holders regarding the exchange of their Sizzle securities for Pubco securities. Sizzle stockholders who exercise their redemption rights must deliver their stock certificates to Sizzle’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Special Meeting.

Q:     How much cash will be available to Pubco following the closing of the Business Combination, assuming maximum and minimum redemptions? To what extent will Pubco need to secure additional financing in connection with the Business Combination following the Business Combination?

A:     Following the closing of the Business Combination, it is currently anticipated that Pubco will have available to it (i) approximately $34.5 million of cash from the Trust Account, after payment of estimated expenses and assuming no redemptions are made by Sizzle public stockholders prior to the closing of the Business Combination, (ii) approximately $17.5 million of cash from the Trust Account, after payment of estimated expenses and assuming a 50% redemptions scenario, and (iii) approximately $0.5 million in cash from the Trust Account after payment of estimated expenses and assuming a 100% redemptions scenario. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is subject to customary closing conditions, including a minimum cash condition that the funds that are in the Trust Account, together with the cash on Sizzle’s balance and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of Pubco entered into prior to Closing, equal $40 million, before payment of transaction expenses. While the Equity Forward Arrangement would ensure the Minimum Cash Condition is satisfied in the No Redemption Scenario, the Minimum Cash Condition would not be satisfied in the 50% Redemption Scenario or the Maximum Redemption Scenario. This means that if Vellar does not acquire Sizzle Common Stock in an amount that results in fewer redemptions than as set forth in the 50% Redemption Scenario, and after taking into account the acquisition of the “Additional Shares” to Vellar at Closing but assuming there are no proceeds from other subscription or investment

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agreements available to the Company at Closing, the Minimum Cash Condition may not be satisfied. For a description of the financing arrangements entered into, or expected to be entered into, by Sizzle and/or Pubco in connection with the Business Combination, please see “The Business Combination Proposal — Financing Arrangements.” See also “Risk Factors — Risks Relating to Sizzle, Pubco and the Business Combination — The Merger Agreement includes a Minimum Cash Condition as a condition to the consummation of the Business Combination, which may make it more difficult for Sizzle to complete the Business Combination as contemplated.”

The Sponsor has made certain commitments regarding funding of Sizzle. The Sponsor has agreed that it will be liable to Sizzle, if and to the extent any claims by a vendor for services rendered or products sold to Sizzle, or a prospective target business with which Sizzle has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Sizzle’s indemnity of the underwriters in its IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Sizzle seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which Sizzle does business, execute agreements with Sizzle waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

In order to meet Sizzle’s working capital needs, the Sponsor or its affiliates, or Sizzle’s officers and directors may, but are not obligated to, loan Sizzle funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at a holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. If Sizzle does not complete a business combination, Sizzle may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

There were no amounts outstanding relating to Working Capital Loans at September 30, 2023 or December 31, 2022. See “Certain Relationships and Related Party Transactions.”

Following the Business Combination, the Combined Entity believes it will have enough cash on its balance sheet to finance operations.

On July 4, 2023, Pubco entered into an equity line of credit share purchase agreement (the “GEM Agreement”) and related registration rights agreement with GEM Global Yield LLC SCS (the “GEM Investor”) and GEM Yield Bahamas Ltd. (“GYBL”), pursuant to which Pubco may issue up to $125,000,000 of Pubco Ordinary Shares following the closing of the Business Combination (the “Equity Line of Credit”). The GEM Agreement is attached to this proxy statement/prospectus as Annex F. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — GEM Agreement.”

On October 25, 2023, Sizzle, Pubco and Vellar Opportunities Fund Master, Ltd. (“Vellar”) entered into a binding term sheet for an equity forward transaction (the “Equity Forward Arrangement”).

Acquisition of Recycled Shares and/or Additional Shares by Vellar.

The Equity Forward Arrangement contemplates two related transactions: (i) the purchase by Vellar in the open market, through a broker, of a number of shares of Sizzle Common Stock from Sizzle stockholders, including from holders who have previously elected to redeem their shares of Sizzle Common Stock and subsequently revoke their election (each repurchased share, a “Recycled Share”), and (ii) the provision by Vellar to Pubco with additional cash at Closing through the purchase of newly issued ordinary shares at Closing. The total number of ordinary shares subject to the Equity Forward Arrangement is 20 million, and the total amount of proceeds to be received by Pubco at the Closing is $10 million.

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Any cash liquidity benefit provided by the Equity Forward Arrangement related to mitigating redemption withdrawals from the Trust Account prior to the Business Combination will be short lived. This is because if Vellar purchases any Recycled Shares pursuant to the Equity Forward Arrangement, immediately following the Closing, Sizzle will prepay to Vellar from amounts remaining in the Trust Account a cash amount equal to (i) the number of Recycled Shares purchased by Vellar multiplied by (ii) the redemption price (as determined in accordance with Sizzle’s charter) (the “Prepayment Amount”). Within three business days of payment of the Prepayment Amount by Sizzle, Vellar will pay to Pubco a cash amount equal to (i) the number of Recycled Shares multiplied by (ii) $1.00 (the “Prepayment Forward Amount”), less an amount equal to the sum of (x) $50,000 plus (y) the product equal to $0.10 times the number of Recycled Shares. As a result, even though Sizzle may benefit from the transactions contemplated by the Equity Forward Arrangement in the short-term, the payment obligations owed to Vellar under the Equity Forward Arrangement may impose cash constraints on Pubco in the long-term.

Vellar’s purchase of Recycled Shares and the revocation of redemption rights previously exercised by the prior holders of the Recycled Shares purchased by Vellar would increase the total cash in the Trust Account at Closing by reducing the amount previously allocated to such redemptions. Vellar is not obligated to purchase any Recycled Shares in the open market, and it may not purchase any such Recycled Shares. Therefore, if Vellar does not purchase any Recycled Shares in the open market, the cash amount in the Trust Account at Closing will be lower than if Vellar does purchase Recycled Shares, and the Minimum Cash Condition may not be satisfied without a waiver.

The Equity Forward Arrangement also provides that at the Closing of the Business Combination, Pubco will issue a number of additional ordinary shares to Vellar in an amount equal to 20 million ordinary shares minus the number of Recycled Shares, if any (such additional shares issued at Closing, the “Additional Shares”), and in exchange for such Additional Shares, Vellar will pay to Pubco a cash amount equal to $10 million minus the Prepayment Forward Amount (such cash amount, the “Funding Election Amount”).

To illustrate how the Equity Forward Arrangement works, we provide the following two examples:

        Example 1:    Assuming Vellar purchases 1 million Recycled Shares and the redemption price is $11.03 per share of Sizzle Common Stock, (a) Sizzle would pay to Vellar the Prepayment Amount of $11,030,000 from amounts remaining in the Trust Account, (b) Vellar would pay to Pubco $850,000, representing the Prepayment Forward Amount less $150,000, (c) Pubco would issue to Vellar 19 million Additional Shares (which is equal to 20 million ordinary shares minus the number of Recycled Shares assumed to be purchased by Vellar in this example) and (d) Vellar would pay to Pubco $9 million (which is equal to $10 million minus the Prepayment Forward Amount in this example) in exchange for such Additional Shares. Immediately after Closing and as a result of the Equity Forward Arrangement, Pubco would have raised a total of $10 million in gross proceeds.

        Example 2:    Assuming Vellar purchases no Recycled Shares, (a) Sizzle would pay nothing to Vellar in respect of the Prepayment Amount, which would be equal to zero, and Vellar would receive none of the funds remaining in the Trust Account, (b) Vellar would pay nothing to Pubco in respect of the Prepayment Forward Amount, which would be equal to zero, and Pubco would pay to Vellar $50,000 as reimbursement for legal fees, (c) Pubco would issue to Vellar 20 million Additional Shares and (d) Vellar would pay to Pubco $10 million in exchange for such Additional Shares. Immediately after Closing and as a result of the Equity Forward Arrangement, Pubco would have raised a total of $10 million in gross proceeds.

Any Recycled Shares purchased by Vellar would be purchased from third parties (other than Sizzle) through a broker in the open market (other than through Sizzle), including from holders that previously elected to redeem their shares of Sizzle Common Stock during the redemption period (i.e., the period commencing upon the filing of the definitive proxy statement and ending two business days prior to the Special Meeting) pursuant to Sizzle’s redemption offer and that subsequently revoke their elections. Any such purchases of Recycled Shares would take place prior to the Closing of the Business Combination. In respect of any Recycled Shares that Vellar may purchase, Vellar would (i) agree to waive any redemption rights arising from the Business Combination in respect of such shares and (ii) agree not to vote any Recycled Shares in connection with the Business Combination. Any Recycled Shares purchased by Vellar prior to Sizzle’s redemption deadline, which is two business days prior to the Special Meeting, would be purchased at prices no greater than the redemption

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price offered to redeeming public stockholders. Sizzle has not entered into a separate voting agreement with Vellar in respect of any such shares which Vellar may acquire as Recycled Shares pursuant to the Equity Forward Arrangement.

Settlement and Maturity Date

In the absense of an optional early settlement (as described below), the Equity Forward Arrangement would mature on the earlier to occur of (a) the date that is two years after the Closing of the Business Combination (the “Maturity Date”) or (b) the date specified by Vellar, if the volume weighted average price (“VWAP”) of Pubco’s ordinary shares determined over a period of time to be mutually agreed upon by Vellar and Pubco is less than $6.00 per share.

The “Valuation Period” is a period of time to be mutually agreed upon by Vellar and Pubco, following the Maturity Date. The “Settlement Date” is 70 trading days following the end of the Valuation Period.

On the Settlement Date, Vellar will pay to Pubco a cash amount (if any) equal to:

        the product of:

        the number of shares that are subject to the Equity Forward Arrangement and which are tradable securities without any restriction, including pursuant to the securities laws, minus a number of shares with aggregate proceeds equal to the total cash amount of (A) the Prepayment Forward Amount and the Funding Election Amount, and

        the VWAP determined over the Valuation Period, minus

        the product of

        20 million ordinary shares (less any shares that are settled pursuant to optional early settlement, as described above), and

        $2.00 per ordinary share.

Optional Early Settlement

At any time, at Vellar’s election, Vellar may settle the Equity Forward Arrangement transaction in part or in whole by issuing an optional early settlement notice to Pubco, specifying the number of ordinary shares with respect to which the Equity Forward Arrangement transaction is to be settled. Upon issuance of such a notice, Vellar will be obligated to pay to Pubco a cash amount equal to the Reset Price (as defined below) then in effect, multiplied by the number of ordinary shares specified in such notice. The “Reset Price” will be equal to 50% of the closing trading price of the ordinary shares of Pubco on each trading day, subject to reduction upon mutual agreement between the parties.

Vellar may, in its discretion, declare an optional early settlement as early as the day after the Closing and sell its shares at such time, which would provide cash to Pubco in an amount equal as described above.

Registration Rights

Following the Closing, Vellar will have customary registration rights with respect to any ordinary shares of Pubco it holds or which are otherwise subject to the Equity Forward Arrangement. Such rights will include an obligation for Pubco to file a registration statement with respect to Vellar’s ordinary shares within 15 business days of Pubco’s issuance of the Additional Shares, and to use reasonable best efforts to cause such registration statement to be made effective within 90 calendar days of Pubco’s issuance of the Additional Shares to Vellar.

Termination Rights of Sizzle or Pubco

Subject to the provisions of the trust account waiver relating to the trust account of Sizzle (as described in the binding term sheet) and payment of the break-up fee described below, Sizzle or Pubco may terminate the Equity Forward Arrangement at any time, in their sole discretion, on or prior to the time that Vellar first

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purchases any Recycled Shares after the redemption deadline. Neither Sizzle nor Pubco may terminate the Equity Forward Arrangement after Vellar purchases any Recycled Shares after the redemption deadline. A break-up fee equal to (i) all of Vellar’s reasonable costs and expenses relating to the Equity Forward Arrangement transaction (not to exceed $50,000), (ii) $200,000 in cash and (iii) 200,000 ordinary shares of Pubco, shall be payable to Vellar in the event the Equity Forward Arrangement is terminated by Sizzle and the Business Combination closes. Only in the event that the Business Combination is terminated pursuant to the terms and conditions of the Business Combination Agreement will no break-up fee be payable to Vellar.

In the event that the transactions contemplated by the Equity Forward Arrangement with Vellar are consummated, Pubco will terminate the GEM Agreement.

Other Terms

The Equity Forward Arrangement requires Sizzle to waive the “bulldog provision” in its certificate of incorporation, which is the provision that restricts public stockholders from redeeming more than 15% of the public shares in connection with Vellar’s acquisition of any Recycled Shares. In addition, Pubco will indemnify Vellar for any misstatements or omissions in its filings with the SEC related to the Equity Forward Arrangement.

The Equity Forward Arrangement contains covenants between the parties regarding adequate disclosure of the transaction, as well as compliance with SEC rules regarding tender offers in connection with business combination transactions.

Until the final settlement of the Equity Forward Arrangement, Pubco has agreed that (i) it will have no similar structure in effect, including equity lines of credit, equity support or other similar types of agreement (except that the commitments under the GEM Agreement will continue as long as the GEM Agreement is terminated at the Closing, as described above), and (ii) it will not declare any dividends on its equity securities or otherwise make any payments of bonus compensation to Pubco’s management.

Finally, to the extent Pubco issues or sells ordinary shares, or securities convertible into ordinary shares, at a price lower than the redemption price (other than pursuant to Pubco’s publicly announced equity compensation programs and arrangements), the Reset Price (as defined above) will be decreased to the price of such issuance or sale.

Relationships

Vellar is an investment vehicle managed by an affiliate of CCM.

As Sizzle has previously disclosed, a passive investor of the Sponsor (the “Sponsor Passive Investor”) is an affiliate of J.V.B. Financial Group, LLC. Cohen & Company Capital Markets (“CCM”) is a division of J.V.B. Financial Group, LLC. Therefore, the Passive Investor is also an affiliate of CCM.

CCM was an advisor to Sizzle at the time of entry into the Equity Forward Arrangement. Neither CCM nor the Sponsor Passive Investor controlled or controls the Sponsor or Sizzle. The Sponsor Passive Investor is also an affiliate of Vellar. The Equity Forward Arrangement was entered into through arms-length negotiations between each of Pubco, Vellar and Sizzle. The Sponsor Passive Investor did not participate in those negotiations. Sizzle likewise had limited participation in the negotiation of the Equity Forward Arrangement’s terms, which were primarily negotiated by Pubco and Vellar. Except for the foregoing, none of Sizzle, Pubco, EUR or any of their respective directors, officers, advisors, or affiliates had a material relationship with Vellar at the time the Equity Forward Arrangement was negotiated.

Even though the term sheet is binding on the parties, Sizzle, Pubco and Vellar intend to enter into a definitive agreement setting forth the final terms of the Equity Forward Arrangement. Once executed, the definitive agreement is expected to supersede the binding term sheet. Such definitive agreement will be fully disclosed on an appropriate form on Edgar to permit Sizzle stockholders to consider such information in advance of the Special Meeting. In connection with such disclosure, Sizzle may determine to adjourn or postpone the Special Meeting to allow time for consideration of such agreement.

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For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — Vellar Agreement” beginning on page 145 of this proxy statement/prospectus. For risks relating to the Equity Forward Arrangement, please see the section of this proxy statement/prospectus titled “Risk Factors” and the risks titled: “Vellar may purchase shares to backstop the funds in the Trust Account, as a result of which the Business Combination may still consummate even if a significant number of Sizzle’s public shareholders exercise their redemption rights. However, if the conditions for the funding of the Equity Forward Arrangement are not satisfied, or if Vellar is unable to provide the funding pursuant to the Equity Forward Arrangement or is otherwise in breach of the Equity Forward Arrangement, then it is possible that the Business Combination may not be consummated” and “The issuance of Pubco Ordinary Shares to Vellar pursuant to the Equity Forward Arrangement would cause substantial dilution, which could materially affect the trading price of Pubco Ordinary Shares.”

Further, Sizzle and Pubco are engaged in various discussions with third parties related to additional potential equity investments in Pubco, which investments may take the form of convertible preferred shares, ordinary shares or other equity securities. In the event that the transactions contemplated by the Equity Forward Arrangement with Vellar are consummated, Pubco will terminate the GEM Agreement. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements.”

We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/ prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of Sizzle Common Stock on December 26, 2023, the Record Date, you may vote with respect to the Proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Abstentions will have no effect on the remaining Proposals in a special meeting with a duly called quorum.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Special Meeting, because Sizzle does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

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Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Sizzle without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Sizzle believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to Sizzle’s secretary at the address listed below so that it is received by Sizzle’s secretary prior to the Special Meeting or virtually attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Sizzle’s secretary, which must be received by Sizzle’s secretary prior to the Special Meeting.

Q:     Who will solicit and pay the cost of soliciting proxies?

Sizzle will pay the cost of soliciting proxies for the Special Meeting. Sizzle has engaged Advantage Proxy, Inc. which we refer to as “Advantage Proxy,” to assist in the solicitation of proxies for the Special Meeting. Sizzle has agreed to pay Advantage Proxy a fee of $10,000, plus disbursements. Sizzle will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Sizzle will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Sizzle Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Sizzle Common Stock and in obtaining voting instructions from those owners. Sizzle’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the Solicitation Agent at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

         You may also contact us at:

Sizzle Acquisition Corp.
4201 Georgia Avenue NW
Washington D.C., 20011
Email: inquiries@sizzlespac.com

To obtain timely delivery, Sizzle stockholders must request the materials no later than January 16, 2024.

You may also obtain additional information about Sizzle from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Sizzle’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

Sizzle

Sizzle is a special purpose acquisition company incorporated on October 12, 2020 for purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Sizzle Common Stock, Sizzle Units and Sizzle Warrants are currently quoted on Nasdaq under the symbols “SZZL”, “SZZLU” and “SZZLW,” respectively.

Sizzle’s executive office is located at 4201 Georgia Avenue NW, Washington DC 20011`, and its telephone number is (202) 846-0300.

Sponsor

VO Sponsor, LLC, a Delaware limited liability company, is the sponsor of Sizzle and currently, together with the Initial Stockholders and our officer and directors, owns approximately 28% of the issued and outstanding shares of Sizzle Common Stock.

Pubco

Pubco, a BVI business company, is a newly formed company incorporated under the laws of the British Virgin Islands on October 14, 2022 solely for the purpose of effecting the Business Combination and is the owner of all of the issued and outstanding equity interests of Merger Sub. Pubco owns no material assets other than the equity interest of Merger Sub and it does not operate any business.

The mailing address and telephone of the principal executive offices of Pubco are until the consummation of the Business Combination the same as for the Company.

EUR

EUR is an Australian Public Company limited by shares, and the holder of all issued Company ordinary shares. EUR, a mineral exploration and development company was incorporated in March 10, 2010 and owns the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria, via its wholly owned (indirect) Austrian subsidiary, ECM Lithium AT GmbH. EUR is listed on the Australian Securities Exchange (ASX:EUR) and is also listed in Frankfurt (FRA: PF8) and the United States (OTC: EULIF).

The mailing address for EUR’s principal executive office is located at 32 Harrogate Street West Leederville, Western Australia, 6007.

The Company (European Lithium AT (Investments) Limited)

The Company, a BVI business company, is a wholly-owned subsidiary of EUR and is the owner of the Wolfsberg Lithium Project. The Company was incorporated under the laws of the British Virgin Islands on January 28, 2011.

The mailing address and telephone of the principal executive offices of the Company until the consummation of the Business Combination is c/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

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Merger Sub

Merger Sub is a wholly-owned subsidiary of Pubco formed solely for the purpose of effectuating the merger with Sizzle in which Sizzle will be the surviving entity. Merger Sub was incorporated under the laws of the State of Delaware on October 11, 2022. Merger Sub owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub’s principal executive office is the same as for Pubco. At the consummation of the Business Combination, Merger Sub will cease to exist after being merged into Sizzle.

The Business Combination and the Merger Agreement

On October 24, 2022, Sizzle entered into the Merger Agreement by and among Sizzle, Pubco, Merger Sub, EUR and the Company. The Merger Agreement provides that the Company and SPAC will become wholly-owned subsidiaries of Pubco, a newly formed holding company. Pursuant to the Business Combination and Merger Agreement (a) Pubco will acquire all of the issued and outstanding capital shares and equity interests of the Company from EUR in exchange for Pubco Ordinary Shares, and any shares EUR holds in Pubco shall be surrendered for no consideration, such that the Company becomes a wholly owned subsidiary of Pubco and EUR becomes shareholder of Pubco, which we refer to as the Share Exchange; and immediately thereafter (b) Merger Sub will merge with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of Pubco. For more information about the transactions contemplated by the Merger Agreement, please see the section entitled The Business Combination Proposal — Merger Agreement.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, in connection with the Effective Time of the Business Combination:

(i)     each of the issued and outstanding shares of Sizzle Common Stock will be cancelled in exchange for the right to receive one Pubco Ordinary Share;

(ii)    all of the outstanding public warrants of Sizzle will be assumed by Pubco and converted into the right to receive a warrant to purchase one Pubco Share; and

(iii)   EUR will receive Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) Seven Hundred Fifty Million Dollars ($750,000,000), divided by (ii) the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement, and which we refer to as the Closing Share Consideration.

Upon Effective Time, the outstanding publicly traded units of Sizzle will be separated into their component securities, consisting of (a) one share of Sizzle Common Stock and (b) one-half (1/2) of one Sizzle Warrant (each of which will be exchanged in accordance with the foregoing description). According to the Merger Agreement, each registered holder of Sizzle Warrants will be eligible to have each whole Sizzle Warrant converted into one Pubco Warrant, following aggregation of such holder’s registered Sizzle Warrants, and rounded down to the nearest whole warrant following such aggregation of warrants, with no issuance of a fractional Pubco Warrant.

Additional Pubco Ordinary Shares will be contingently issuable to EUR, in the form of an earnout which is subject to certain terms and conditions relating to the price of Pubco Ordinary Shares, during the five year period following the consummation of the Business Combination, and which we refer to as the Earnout Shares. The Earnout Shares represent a number of Pubco Ordinary Shares equal to up to 10% of the Closing Share Consideration, and half (or 5%) are issuable if Pubco Ordinary Shares’ VWAP (as defined in the Merger Agreement) trade above $15 per share, and the other half (or 5%) are issuable if such price for Pubco Ordinary Shares trade above $20 per share, in each case for any twenty trading days in any thirty day trading days during this period. The Earnout Shares are also eligible to be issued, if not already paid, if during this period a change of control occurs in which the consideration per share would meet these thresholds for issuance.

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Conditions to Consummation of the Business Combination

The consummation of the Business Combination is subject to various conditions, including the following mutual conditions of the parties (unless waived by all of the parties): (i) approval of the shareholders of EUR and the stockholders of Sizzle of the Business Combination and the other matters requiring shareholder approval; (ii) any required approvals of governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing the Business Combination; (iv) approval of Pubco’s Nasdaq listing application; (v) the Registration Statement of which this proxy statement/prospectus forms a part having become effective in accordance with the Securities Act, without any stop order or proceeding seeking such a stop order threatened or initiated by the SEC which remains pending; (vi) if the NTA Proposal is not approved at the special meeting of Sizzle stockholders, and the Business Combination would otherwise occur, the satisfaction of the $5,000,001 minimum net tangible asset test by Sizzle or Pubco and after payment of SPAC’s underwriters’ fees and commissions; (vii) appointment of directors to the Pubco Board as contemplated under the Merger Agreement; (viii) adoption of the Proposed Charter by the shareholders of Pubco; and (ix) Pubco qualifying as a “foreign private issuer” pursuant to rule 3b-4 of the Exchange Act as of the Closing.

In addition, unless waived by EUR, the obligations of the Company, EUR, Pubco and Merger Sub to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to the delivery by Sizzle of customary certificates and other closing deliverables:

        The representations and warranties of Sizzle being true and correct as of the date of the Merger Agreement and as of the Closing (subject to a qualifier as to material adverse effect, other than with respect to specified fundamental representations and warranties), except that a representation and warranty relating to absence of certain changes and events is required to be true and correct only as of the date of the Merger Agreement;

        Sizzle having performed all agreements and covenants required by the Merger Agreement and the Sponsor Support Agreement required to be performed by it at or prior to the Closing Date, in each case in all material respects;

        No change, event state of facts, development or occurrence shall have occurred since the date of the Merger Agreement, that individually or in the aggregate with all other change, events, state of facts, developments or occurrences, has had or would reasonably be expected to have a Sizzle material adverse effect (as defined in the Merger Agreement) which is continuing and uncured;

        The Sponsor Support Agreement being in full force and effect;

        Sizzle having upon the Closing cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), before payment of transaction expenses, at least equal to $40,000,000, which we refer to as the Minimum Cash Condition; and

        EUR having obtained a written confirmation or ruling from the Australian Taxation Office confirming that the sale of all of the Ordinary Shares of the Company on the terms contemplated by the Merger Agreement will satisfy the requirements for capital gains tax rollover relief under the Income Tax Assessment Act 1997 (Cth) and for all other purposes.

Unless waived by Sizzle, the obligations of Sizzle to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to the delivery by the Company and Merger Sub of customary certificates and other closing deliverables:

        The representations and warranties of the Company, EUR, Pubco and Merger Sub being true and correct as of the date of the Merger Agreement and as of the Closing (subject to a qualifier as to material adverse effect, other than with respect to specified fundamental representations and warranties), except that a representation and warranty relating to an absence of a Company material adverse effect (as defined in the Merger Agreement) and absence of certain changes and events in each case is required to be true and correct only as of the date of the Merger Agreement;

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        The Company, EUR, Pubco and Merger Sub having performed all agreements and covenants required by the Merger Agreement required to be performed by it at or prior to the Closing Date, in each case in all material respects;

        No change, event state of facts, development or occurrence shall have occurred since the date of the Merger Agreement, that individually or in the aggregate with all other change, events, state of facts, developments or occurrences, has had or would reasonably be expected to have a Company material adverse effect (as defined in the Merger Agreement) which is continuing and uncured; and

        Each of the Investors Agreement, Lock-Up Agreement and Registration Rights Agreement shall be in full force and effect as of the Closing.

The transactions contemplated by the Merger Agreement further will be consummated only if the Condition Precedent Proposals described in this proxy statement/prospectus (consisting of the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal) are approved at the Special Meeting. The Business Combination is also conditioned on either approval of the NTA Proposal or, alternatively, satisfaction of the Net Tangible Assets Test (although approval of the NTA Proposal would only be effective upon approval of the Business Combination Proposal). The Advisory Charter Amendments Proposals and the Adjournment Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Termination

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of Sizzle and the Company, or by Sizzle or the Company acting alone, in specified customary circumstances, including:

(i)     by written notice by either Sizzle or the Company if the Closing has not occurred on or prior to May 3, 2023 (the “Outside Date”), other than by a party whose action or failure to act constitutes a material breach of the Merger Agreement and has been a principal cause of the failure of the Business Combination to occur;

(ii)    by written notice by either Sizzle or the Company if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or other action is final and non-appealable;

(iii)   by either Sizzle or the Company in the event of the other party’s uncured breach of a representation, warranty covenant or agreement in the Merger Agreement (or with respect to Sizzle, a breach by Sizzle or Sponsor of the Sponsor Support Agreement), if such breach would result in the failure of the related closing condition of that party in the Merger Agreement, following 30 days written notice to the other party of that party’s breach, which breach remains uncured, or following the Outside Date if the other party exercised reasonable best efforts to cure such breach, other than by a party whose action or failure to act resulted in a breach of the applicable closing condition;

(iv)   by either Sizzle or the Company, if Sizzle holds the Special Meeting (including any postponement or adjournment of the meeting) in which a vote is taken and the required approvals of Sizzle’s stockholders relating to the Merger Agreement and Business Combination are not obtained in accordance with applicable law and Sizzle’s organizational documents;

(v)    by the Company, if the Sizzle Board has changed or fail to make as applicable its approval of the Merger Agreement and Business Combination or its resolution to recommend to Sizzle’s stockholders to vote at a special meeting in favor of the adoption of the Merger Agreement in accordance with the DGCL, which we refer to as a Sizzle Board Recommendation Change;

(vi)   by EUR, in order to substantially concurrently enter into a definitive agreement with respect to a written offer or proposal by a third party or parties relating to (i) any direct or indirect acquisition or purchase of 50% or more of the consolidated assets of the Company or 50% or more of any class of equity or voting securities of the Company, (ii) any takeover bid that would result in such third party or parties

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beneficially owning 50% or more of any class of equity or voting securities of the Company, or (iii) a merger, consolidation, share exchange, business combination, sale of all or substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company that would result in such third party or parties beneficially owning 50% or more of the consolidated assets of the Company or 50% or more of any class of equity or voting securities of the Company, which the EUR Board determines in good faith to be (i) if completed in accordance with its terms, more favorable to the shareholders of EUR from a financial point of view than the transactions contemplated by the Merger Agreement and any counterproposal made by Sizzle pursuant to the terms of the Merger Agreement, and (ii) reasonably capable of being completed as proposed (a “Superior Proposal”), if EUR has paid to Sizzle the Expense Reimbursement.

(vii)   by Sizzle, prior to the approval of EUR shareholders of the Merger Agreement and the Business Combination, if (A) there has occurred a EUR Adverse Recommendation Change, or (B) at any time after a EUR Competing Proposal has been publicly proposed or publicly announced the board of directors of EUR has failed to publicly affirm the EUR Board Recommendation within 10 business days (after one written request by Sizzle relating to any proposal or publicly disclosed material amendment to such proposal), provided that Sizzle has exercised this termination right within 10 business days after being entitled to do so under this section, which collectively we refer to as an EUR Adverse Recommendation Change;

(viii) by the Company, if the Minimum Cash Condition is not anticipated to be met, as reasonably determined by the Company following the conclusion of an extension meeting to extend the time period for Sizzle to consummate a business combination; or

(ix)   by Sizzle, if a Company material adverse effect (as defined in the Merger Agreement) following the date of the Merger Agreement is uncured and continuing for at least 30 days.

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement (except for certain obligations related to publicity, confidentiality and access to information, waiver of claims against the Trust Account, transaction litigation, termination and related fees and general provisions) will terminate, and no party to the Merger Agreement will have any further liability to any other party thereto except for liability for willful breach.

If Sizzle terminates the Merger Agreement because of an EUR Adverse Recommendation Change (as defined above) or EUR terminates as a result of a Superior Proposal, in each case, the Company will pay Sizzle $5 million as expense reimbursement, which we refer to as the Expense Reimbursement Fee. If the Merger Agreement is terminated when an EUR Competing Proposal has been publicly announced or disclosed and not abandoned, and EUR enters into a definitive agreement relating to such EUR Competing Proposal within twelve months of such termination, then EUR will pay Sizzle the Expense Reimbursement Fee.

If EUR terminates the Merger Agreement as a result of a Sizzle Board Recommendation Change (as defined above), then Sizzle is obligated to pay EUR the Expense Reimbursement Fee.

The Expense Reimbursement Fee together with any specified costs or expenses to recover such fee are the sole and exclusive remedy to the applicable party against the other party in the circumstances in which the fee is payable.

On January 4, 2023, the parties to Merger Agreement entered into the First Amendment which provided that Sizzle would pay the fee of EUR to the Australian Stock Exchange, as well as the anti-trust and regulatory filing fees incurred prior to the Closing and other fees payable to the SEC, Nasdaq and governmental entities, in each case in connection with the Business Combination. This amendment further provided that, in the event of the consummation of the Business Combination, EUR would be reimbursed by Critical Metals for Company Transaction Expenses, and clarified that Critical Metals would be responsible for SPAC Transaction Expenses and Company Transaction Expenses (in each case as defined in the Merger Agreement) incurred or paid prior to Closing upon consummation of the Business Combination. A copy of the First Amendment is attached to this proxy statement/prospectus in Annex A and is incorporated herein by reference.

On July 7, 2023, the parties to the Merger Agreement entered into the Second Amendment which provided for, among other things, the extension of the termination deadline and permitted Sizzle to seek consent from its shareholders for (i) the removal the “Redemption Limitation” requirements from Sizzle’s Amended and Restated

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Certificate of Incorporation, and (ii) the extension of the date upon which Sizzle must complete its initial business combination. A copy of the Second Amendment is attached to this proxy statement/prospectus in Annex A to this proxy statement/prospectus and is incorporated herein by reference.

On November 17, 2023, the parties to the Merger Agreement 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. A copy of the Third Amendment is attached to this proxy statement/prospectus in Annex A to this proxy statement/prospectus and is incorporated herein by reference.

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, and which we refer to as Related Agreements, but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy/statement prospectus. You are urged to read such Related Agreements in their entirety.

Sponsor Support Agreement

Simultaneously with the execution of the Merger Agreement, the Company, Sizzle and 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 shares of Sizzle Common Stock (and any other Sizzle securities owned or acquired by the Sponsor) in favor of the Merger Agreement and the Business Combination.

The Sponsor Support Agreement prevents transfers of Sizzle securities held by the Sponsor (collectively, the “Subject Securities”) between the date of the Sponsor Support Agreement and the date of the Closing or earlier termination of the Merger Agreement unless the transferee executes a joinder to the Support Agreement.

In the event that (a) any shares of Sizzle Common Stock, Sizzle Warrants or other equity securities of Sizzle are issued to the Sponsor pursuant to any stock dividend, stock split, distribution, recapitalization, reclassification, combination, conversion or exchange of shares of Sizzle Common Stock or Sizzle Warrants of, on or affecting the shares of Sizzle Common Stock or Sizzle Warrants owned by the Sponsor or otherwise, (b) the Sponsor purchases or otherwise acquires beneficial ownership of any shares of Sizzle Common Stock, Sizzle Warrants or other equity securities of Sizzle, or (c) the Sponsor acquires the right to vote or share in the voting of any shares of Sizzle Common Stock or other equity securities of Sizzle, Sizzle Warrants or other equity securities of Sizzle, collectively the “New Securities”), then, to the extent of the Sponsor’s control of such New Securities, such New Securities shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Securities owned by the Sponsor as of the date hereof.

The Sponsor also agreed to take certain other actions in support of the Merger Agreement and the Business Combination and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Merger Agreement. The Sponsor agreed to vote against (i) any offer or proposal from any person, other than EUR or the Company, relating to any initial business combination; (ii) any merger agreement or merger (other than the Merger Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Sizzle; (iii) any material change in the business of Sizzle or any change in the management or board of directors of Sizzle (other than, in each case, pursuant to the Merger Agreement or the other Transaction Agreements and the Transactions); (iv) any proposal, action or agreement that would or would reasonably be expected to (A) in any material respect, impede, frustrate, hinder, interfere with, prevent or nullify the timely consummation of, or otherwise adversely affect, any of the Transactions, (B) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of Sizzle under the Merger Agreement (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contain therein), (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Sizzle. The Sponsor agreed to not solicit any alternative offers or proposals from any person, other than Pubco and its subsidiaries, relating to the acquisition of 20% or more of the Company (or any transaction that if completed would result

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in such person beneficially owning 20% or more of the equity, voting securities or assets of the Company, or otherwise enter into agreement or conduct diligence with respect to such a transaction. The Sponsor also agreed to surrender 2,049,250 shares of Sizzle Common Stock to Sizzle for no consideration immediately prior to Closing.

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 (as defined in the Merger Agreement) 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.

Lock-Up Agreement

Simultaneously with the execution of the Merger Agreement, EUR, Pubco and the Sponsor, entered into a lock-up agreement (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, the Sponsor and EUR agreed not to, during the period commencing from the Closing and ending 180 days after the date of the Closing: (A) sell, publicly offer to sell, enter into a contract or agreement with respect to the sale, hypothecation or pledge of, grant of any option to purchase or otherwise disposition of or agreement to dispose of, in each case, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to, any security, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (C) publicly announce any intention to effect any transaction specified in clause (A) or (B), any Lock-up Shares (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement). “Lock-up Shares” means (a) with respect to EUR or each of its permitted transferees, the Pubco Ordinary Shares (i) received by EUR in the Share Exchange at Closing and (ii) received by EUR as Earnout Shares and (b) with respect to the Sponsor, (i) the Pubco Ordinary Shares it receives as Merger Consideration with respect to the shares of Sizzle Common Stock that the Sponsor held immediately prior to the Effective Time and (ii) any Pubco Ordinary Shares issued to the Sponsor in connection with the exercise or settlement of any Sizzle Warrant or Pubco Warrant.

Vellar Agreement

On October 25, 2023, Sizzle, Pubco and Vellar Opportunities Fund Master, Ltd. (“Vellar”) entered into a binding term sheet for an equity forward transaction (the “Equity Forward Arrangement”).

Acquisition of Recycled Shares and/or Additional Shares by Vellar.

The Equity Forward Arrangement contemplates two related transactions: (i) the purchase by Vellar in the open market, through a broker, of a number of shares of Sizzle Common Stock from Sizzle stockholders, including from holders who have previously elected to redeem their shares of Sizzle Common Stock and subsequently revoke their election (each repurchased share, a “Recycled Share”), and (ii) the provision by Vellar to Pubco with additional cash at Closing through the purchase of newly issued ordinary shares at Closing. The total number of ordinary shares subject to the Equity Forward Arrangement is 20 million, and the total amount of proceeds to be received by Pubco at the Closing is $10 million.

Any cash liquidity benefit provided by the Equity Forward Arrangement related to mitigating redemption withdrawals from the Trust Account prior to the Business Combination will be short lived. This is because if Vellar purchases any Recycled Shares pursuant to the Equity Forward Arrangement, immediately following the Closing, Sizzle will prepay to Vellar from amounts remaining in the Trust Account a cash amount equal to (i) the number of Recycled Shares purchased by Vellar multiplied by (ii) the redemption price (as determined in accordance with Sizzle’s charter) (the “Prepayment Amount”). Within three business days of payment of the Prepayment Amount by Sizzle, Vellar will pay to Pubco a cash amount equal to (i) the number of Recycled Shares multiplied by (ii) $1.00 (the “Prepayment Forward Amount”), less an amount equal to the sum of (x) $50,000 plus (y) the product equal

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to $0.10 times the number of Recycled Shares. As a result, even though Sizzle may benefit from the transactions contemplated by the Equity Forward Arrangement in the short-term, the payment obligations owed to Vellar under the Equity Forward Arrangement may impose cash constraints on Pubco in the long-term.

Vellar’s purchase of Recycled Shares and the revocation of redemption rights previously exercised by the prior holders of the Recycled Shares purchased by Vellar would increase the total cash in the Trust Account at Closing by reducing the amount previously allocated to such redemptions. Vellar is not obligated to purchase any Recycled Shares in the open market, and it may not purchase any such Recycled Shares. Therefore, if Vellar does not purchase any Recycled Shares in the open market, the cash amount in the Trust Account at Closing will be lower than if Vellar does purchase Recycled Shares, and the Minimum Cash Condition may not be satisfied without a waiver.

The Equity Forward Arrangement also provides that at the Closing of the Business Combination, Pubco will issue a number of additional ordinary shares to Vellar in an amount equal to 20 million ordinary shares minus the number of Recycled Shares, if any (such additional shares issued at Closing, the “Additional Shares”), and in exchange for such Additional Shares, Vellar will pay to Pubco a cash amount equal to $10 million minus the Prepayment Forward Amount (such cash amount, the “Funding Election Amount”).

To illustrate how the Equity Forward Arrangement works, we provide the following two examples:

        Example 1:    Assuming Vellar purchases 1 million Recycled Shares and the redemption price is $11.03 per share of Sizzle Common Stock, (a) Sizzle would pay to Vellar the Prepayment Amount of $11,030,000 from amounts remaining in the Trust Account, (b) Vellar would pay to Pubco $850,000, representing the Prepayment Forward Amount less $150,000, (c) Pubco would issue to Vellar 19 million Additional Shares (which is equal to 20 million ordinary shares minus the number of Recycled Shares assumed to be purchased by Vellar in this example) and (d) Vellar would pay to Pubco $9 million (which is equal to $10 million minus the Prepayment Forward Amount in this example) in exchange for such Additional Shares. Immediately after Closing and as a result of the Equity Forward Arrangement, Pubco would have raised a total of $10 million in gross proceeds.

        Example 2:    Assuming Vellar purchases no Recycled Shares, (a) Sizzle would pay nothing to Vellar in respect of the Prepayment Amount, which would be equal to zero, and Vellar would receive none of the funds remaining in the Trust Account, (b) Vellar would pay nothing to Pubco in respect of the Prepayment Forward Amount, which would be equal to zero, and Pubco would pay to Vellar $50,000 as reimbursement for legal fees, (c) Pubco would issue to Vellar 20 million Additional Shares and (d) Vellar would pay to Pubco $10 million in exchange for such Additional Shares. Immediately after Closing and as a result of the Equity Forward Arrangement, Pubco would have raised a total of $10 million in gross proceeds.

Any Recycled Shares purchased by Vellar would be purchased from third parties (other than Sizzle) through a broker in the open market (other than through Sizzle), including from holders that previously elected to redeem their shares of Sizzle Common Stock during the redemption period (i.e., the period commencing upon the filing of the definitive proxy statement and ending two business days prior to the Special Meeting) pursuant to Sizzle’s redemption offer and that subsequently revoke their elections. Any such purchases of Recycled Shares would take place prior to the Closing of the Business Combination. In respect of any Recycled Shares that Vellar may purchase, Vellar would (i) agree to waive any redemption rights arising from the Business Combination in respect of such shares and (ii) agree not to vote any Recycled Shares in connection with the Business Combination. Any Recycled Shares purchased by Vellar prior to Sizzle’s redemption deadline, which is two business days prior to the Special Meeting, would be purchased at prices no greater than the redemption price offered to redeeming public stockholders. Sizzle has not entered into a separate voting agreement with Vellar in respect of any such shares which Vellar may acquire as Recycled Shares pursuant to the Equity Forward Arrangement.

Settlement and Maturity Date

In the absense of an optional early settlement (as described below), the Equity Forward Arrangement would mature on the earlier to occur of (a) the date that is two years after the Closing of the Business Combination (the “Maturity Date”) or (b) the date specified by Vellar, if the volume weighted average price (“VWAP”) of Pubco’s ordinary shares determined over a period of time to be mutually agreed upon by Vellar and Pubco is less than $6.00 per share.

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The “Valuation Period” is a period of time to be mutually agreed upon by Vellar and Pubco, following the Maturity Date. The “Settlement Date” is 70 trading days following the end of the Valuation Period.

On the Settlement Date, Vellar will pay to Pubco a cash amount (if any) equal to:

        the product of:

        the number of shares that are subject to the Equity Forward Arrangement and which are tradable securities without any restriction, including pursuant to the securities laws, minus a number of shares with aggregate proceeds equal to the total cash amount of (A) the Prepayment Forward Amount and the Funding Election Amount, and

        the VWAP determined over the Valuation Period, minus

        the product of

        20 million ordinary shares (less any shares that are settled pursuant to optional early settlement, as described above), and

        $2.00 per ordinary share.

Optional Early Settlement

At any time, at Vellar’s election, Vellar may settle the Equity Forward Arrangement transaction in part or in whole by issuing an optional early settlement notice to Pubco, specifying the number of ordinary shares with respect to which the Equity Forward Arrangement transaction is to be settled. Upon issuance of such a notice, Vellar will be obligated to pay to Pubco a cash amount equal to the Reset Price (as defined below) then in effect, multiplied by the number of ordinary shares specified in such notice. The “Reset Price” will be equal to 50% of the closing trading price of the ordinary shares of Pubco on each trading day, subject to reduction upon mutual agreement between the parties.

Vellar may, in its discretion, declare an optional early settlement as early as the day after the Closing and sell its shares at such time, which would provide cash to Pubco in an amount equal as described above.

Registration Rights

Following the Closing, Vellar will have customary registration rights with respect to any ordinary shares of Pubco it holds or which are otherwise subject to the Equity Forward Arrangement. Such rights will include an obligation for Pubco to file a registration statement with respect to Vellar’s ordinary shares within 15 business days of Pubco’s issuance of the Additional Shares, and to use reasonable best efforts to cause such registration statement to be made effective within 90 calendar days of Pubco’s issuance of the Additional Shares to Vellar.

Termination Rights of Sizzle or Pubco

Subject to the provisions of the trust account waiver relating to the trust account of Sizzle (as described in the binding term sheet) and payment of the break-up fee described below, Sizzle or Pubco may terminate the Equity Forward Arrangement at any time, in their sole discretion, on or prior to the time that Vellar first purchases any Recycled Shares after the redemption deadline. Neither Sizzle nor Pubco may terminate the Equity Forward Arrangement after Vellar purchases any Recycled Shares after the redemption deadline. A break-up fee equal to (i) all of Vellar’s reasonable costs and expenses relating to the Equity Forward Arrangement transaction (not to exceed $50,000), (ii) $200,000 in cash and (iii) 200,000 ordinary shares of Pubco, shall be payable to Vellar in the event the Equity Forward Arrangement is terminated by Sizzle and the Business Combination closes. Only in the event that the Business Combination is terminated pursuant to the terms and conditions of the Business Combination Agreement will no break-up fee be payable to Vellar.

In the event that the transactions contemplated by the Equity Forward Arrangement with Vellar are consummated, Pubco will terminate the GEM Agreement.

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Other Terms

The Equity Forward Arrangement requires Sizzle to waive the “bulldog provision” in its certificate of incorporation, which is the provision that restricts public stockholders from redeeming more than 15% of the public shares in connection with Vellar’s acquisition of any Recycled Shares. In addition, Pubco will indemnify Vellar for any misstatements or omissions in its filings with the SEC related to the Equity Forward Arrangement.

The Equity Forward Arrangement contains covenants between the parties regarding adequate disclosure of the transaction, as well as compliance with SEC rules regarding tender offers in connection with business combination transactions.

Until the final settlement of the Equity Forward Arrangement, Pubco has agreed that (i) it will have no similar structure in effect, including equity lines of credit, equity support or other similar types of agreement (except that the commitments under the GEM Agreement will continue as long as the GEM Agreement is terminated at the Closing, as described above), and (ii) it will not declare any dividends on its equity securities or otherwise make any payments of bonus compensation to Pubco’s management.

Finally, to the extent Pubco issues or sells ordinary shares, or securities convertible into ordinary shares, at a price lower than the redemption price (other than pursuant to Pubco’s publicly announced equity compensation programs and arrangements), the Reset Price (as defined above) will be decreased to the price of such issuance or sale.

Relationships

Vellar is an investment vehicle managed by an affiliate of CCM.

As Sizzle has previously disclosed, the Sponsor Passive Investor is an affiliate of J.V.B. Financial Group, LLC. CCM is a division of J.V.B. Financial Group, LLC. Therefore, the Passive Investor is also an affiliate of CCM.

CCM was an advisor to Sizzle at the time of entry into the Equity Forward Arrangement. Neither CCM nor the Sponsor Passive Investor controlled or controls the Sponsor or Sizzle. The Sponsor Passive Investor is also an affiliate of Vellar. The Equity Forward Arrangement was entered into through arms-length negotiations between each of Pubco, Vellar and Sizzle. The Sponsor Passive Investor did not participate in those negotiations. Sizzle likewise had limited participation in the negotiation of the Equity Forward Arrangement’s terms, which were primarily negotiated by Pubco and Vellar. Except for the foregoing, none of Sizzle, Pubco, EUR or any of their respective directors, officers, advisors, or affiliates had a material relationship with Vellar at the time the Equity Forward Arrangement was negotiated.

Even though the term sheet is binding on the parties, Sizzle, Pubco and Vellar intend to enter into a definitive agreement setting forth the final terms of the Equity Forward Arrangement. Once executed, the definitive agreement is expected to supersede the binding term sheet. Such definitive agreement will be fully disclosed on an appropriate form on Edgar to permit Sizzle stockholders to consider such information in advance of the Special Meeting. In connection with such disclosure, Sizzle may determine to adjourn or postpone the Special Meeting to allow time for consideration of such agreement.

For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — Vellar Agreement” beginning on page 145 of this proxy statement/prospectus. For risks relating to the Equity Forward Arrangement, please see the section of this proxy statement/prospectus titled “Risk Factors” and the risks titled: “Vellar may purchase shares to backstop the funds in the Trust Account, as a result of which the Business Combination may still consummate even if a significant number of Sizzle’s public shareholders exercise their redemption rights. However, if the conditions for the funding of the Equity Forward Arrangement are not satisfied, or if Vellar is unable to provide the funding pursuant to the Equity Forward Arrangement or is otherwise in breach of the Equity Forward Arrangement, then it is possible that the Business Combination may not be consummated” and “The issuance of Pubco Ordinary Shares to Vellar pursuant to the Equity Forward Arrangement would cause substantial dilution, which could materially affect the trading price of Pubco Ordinary Shares.”

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GEM Agreement

In order to better manage working capital and liquidity needs following the Business Combination, Pubco, GEM Global Yield LLC SCS (the “GEM Investor”) and GEM Yield Bahamas Ltd. (“GYBL”) entered into a Share Purchase Agreement, dated July 4, 2023, which is attached to this proxy statement/prospectus as Annex F (the “GEM Agreement”). The GEM Agreement allows Pubco to access funds for general corporate purpose and working capital needs. Pubco is entitled to draw up to $125 million of gross proceeds in exchange for Pubco’s common stock, at a price equal to 90% of the average closing bid price of the shares of Pubco common stock on Nasdaq for a 30 day period, subject to meeting the terms and conditions of the GEM Agreement. GEM Investor is also entitled to purchase Pubco common stock pursuant to a warrant granted to GEM Investor exercisable for up to 2.0% of the outstanding common stock of Pubco on a fully diluted basis as of the closing of the Business Combination for a period of 3 years. Pubco is responsible for all reasonable and documented attorneys’ fees and expenses incurred by GEM Investor up to $25,000. In the event that the transactions contemplated by the Equity Forward Arrangement with Vellar are consummated, Pubco will terminate the GEM Agreement. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — GEM Agreement” beginning on page 144 of this proxy statement/prospectus.

Polar Financing

Each of Sponsor, Sizzle and Polar Multi-Strategy Master Fund entered into subscription agreements (“Polar” and each such subscriptions, the “Polar Subscriptions”), in connection with the Extensions and working capital matters. Pursuant to the Polar Subscriptions, Sponsor agrees to transfer founders shares to Polar, in exchange for a receipt from Polar of cash. The transfer and assignment of such founders shares under those agreements will be completed no later than two (2) business days following the Closing of the Business Combination.

On July 31, 2023, Sponsor raised $175,000, on August 30, 2023, Sponsor raised $60,000, on October 4, 2023 Sponsor raised $75,000, and on November 2, 2023, the Sponsor raised $120,000, in each case from Polar Subscriptions, in exchange in the aggregate for 430,000 founders shares held by Sponsor, and this aggregate amount, consisting of $430,000, was loaned as Extension Loans by Sponsor to Sizzle to pay into the Trust Account as Extension Funds.

Registration Rights

The Merger Agreement provides that effective as of the Closing, Sizzle, Pubco, the Sponsor and EUR, and the holders of specified “Registrable Shares” pursuant to the registration rights agreement which we entered into in connection with our IPO, will enter into an amended and restated registration rights agreement. This amended registration rights agreement requires Pubco to file a registration statement covering applicable Registrable Shares, as defined in the registration rights agreement, of these parties, within 45 days of Closing of the Business Combination, and use commercially reasonable efforts to have such registration statement declared effective by the SEC. All of the holders of Registrable Shares have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require us to register for resale those securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the securities.

In connection with the Equity Forward Arrangement, Vellar will have customary registration rights with respect to any ordinary shares it holds or are otherwise issued by Pubco. Such rights will include an obligation for Pubco to file a registration statement with respect to Vellar’s ordinary shares within 15 business day of Pubco’s issuance of the Additional Shares, and to use reasonable best efforts to cause such registration statement to be made effective within 90 calendar days of Pubco’s issuance of the Additional Shares.

Investors Agreement

At or before the Closing, and effective as of the Closing, Pubco and EUR will enter into an Investors Agreement (the “Investors Agreement”), pursuant to which, and pursuant to the Proposed Charter, EUR will continue to be entitled to nominate and appoint certain numbers of directors depending on its percentage ownership of Pubco Ordinary Shares.

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The Investor’s Agreement will further provide that for as long as EUR beneficially owns (i) at least fifty percent (50%) of the total voting power of Pubco’s then issued and outstanding equity interests, EUR shall be entitled to nominate and appoint from time to time the lower of (a) a majority of all members of the Pubco Board, and (b) four (4) members of the Pubco Board, with at least two (2) such board members satisfying the independence requirements of Pubco’s principal stock exchange and be eligible to serve on an audit committee, but no such board member being required to satisfy the diversity requirements of Pubco’s principal stock exchange, (ii) at least twenty-five percent (25%) but less than fifty percent (50%) of the total voting power of Pubco’s then issued and outstanding equity interests, EUR shall be entitled to nominate and appoint two (2) members of the Pubco Board from time to time, with no such board member being required to satisfy the independence or diversity requirements of Pubco’s principal stock exchange or be eligible to serve on an audit committee, and (iii) at least fifteen percent (15%) but less than twenty-five percent (25%) of the total voting power of Pubco’s then issued and outstanding equity interests, EUR shall be entitled to nominate and appoint one (1) member of the Pubco Board from time to time, with such board member not being required to satisfy the independence or diversity requirements of Pubco’s principal stock exchange or be eligible to serve on an audit committee.

The Investor’s Agreement shall terminate and be void and of no further force or effect (i) with respect to EUR, when EUR no longer holds any Pubco Ordinary Shares and (ii) with respect to EUR and Pubco, upon the mutual written agreement of EUR and Pubco to terminate this; provided that nothing herein will relieve both EUR and Pubco from liability for any breach hereof prior to the time of termination, and both EUR and Pubco will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.

Warrant Assignment, Assumption and Amendment Agreement.

At the Closing, Pubco, Sizzle and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”) will enter into the Warrant Assignment, Assumption and Amendment Agreement (the “Assumed Warrant Agreement”), which will amend that certain Warrant Agreement (the “Original Warrant Agreement”), dated as of November 3, 2021, and filed with the SEC on November 8, 2021, by and between Sizzle and the Warrant Agent, which Original Warrant Agreement governs all of the Warrants issued by Sizzle. Pursuant to the Assumed Warrant Agreement, Sizzle will assign to Pubco all of Sizzle’s right, title and interest in and to the Original Warrant Agreement and Pubco will assume, and agree to pay, perform, satisfy and discharge in full, as the same become due, all of Sizzle’s liabilities and obligations under the Original Warrant Agreement, as amended. As a result, each Sizzle Warrant will automatically cease to represent a right to be exercised into Shares of Sizzle Common Stock and will instead represent a right to be exercised into Shares of Pubco pursuant to the terms and conditions of the Original Warrant Agreement, as amended. Pursuant to the Assumed Warrant Agreement, among other things (i) Pubco will assume the obligations of Sizzle under the Original Warrant Agreement, (ii) “Common Stock” or “shares” will mean the Pubco Ordinary Shares; (iii) “stockholder” will mean shareholder of Pubco; and (iv) the “Board of Directors” or any committee thereof will mean the board of directors of Pubco or any committee thereof.

EUR Trust Account Waiver

EUR has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Sizzle’s Trust Account, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom) directly or indirectly.

Total Shares to be Issued in the Business Combination

Sizzle’s public stockholders currently own approximately 33.0% of issued and outstanding Sizzle Common Stock, and our Sponsor together with our Initial Stockholders including our directors and officers currently own approximately 722,750 private placement shares and 5,425,000 founders shares equal to 65.7% of issued and outstanding Sizzle Common Stock, Cantor owns 47,250 private placement shares and EBC owns 75,600 EBC Shares, together consisting of approximately 1.3% of issued and outstanding Sizzle Common Stock.

It is anticipated that, immediately after the Business Combination and if there are no redemptions, Sizzle’s existing stockholders, including the Sponsor, will own approximately 7.0% of the outstanding Pubco Ordinary Shares (of which approximately 4.0% will be owned by the Sponsor and Sizzle’s directors and officers), Cantor and EBC as underwriters and stockholders, as applicable, in the Sizzle IPO will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 19.6% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing),

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financial advisors of Sizzle and EUR will own approximately 3.8% of the outstanding Pubco Ordinary Shares (consisting of approximately 1.0% owned by CCM and 2.8% owned by Jett), and EUR will own approximately 66.6% of the outstanding Pubco Ordinary Shares.

For a Description of Pubco’s securities, see the section entitled “Description of Securities of Pubco” which provides a description of Pubco Ordinary Shares and Pubco warrants.

If any of Sizzle’s public stockholders exercise their redemption rights, the ownership interest in Pubco of Sizzle’s public stockholders will decrease and the ownership interest in Pubco of EUR and the Sponsor will increase. If there are redemptions by Sizzle’s public stockholders up to the maximum level presented for the Business Combination in this proxy statement/prospectus, immediately following completion of the Business Combination, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.1% of the outstanding Pubco Ordinary Shares (with all of such shares owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 20.2% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.9% of the outstanding Pubco Ordinary Shares (consisting of approximately 1.0% owned by CCM and 2.9% owned by Jett), and EUR will own approximately 68.7% of the outstanding Pubco Ordinary Shares. If the actual facts are different than these assumptions (based on redemptions by Sizzle’s public stockholders, changes in the terms of the Business Combination, adjustments to the Merger Consideration pursuant to the Merger Agreement or otherwise), the percentage ownership interests in Pubco post-Business Combination may be different. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table illustrates the post-Closing share ownership of Pubco under the (1) No Redemption scenario, (2) 50% Redemption scenario and (3) Maximum redemption scenario:

 

No
Redemptions
(1)

 

50%
Redemption
(2)

 

Maximum
Redemption
(3)

Sizzle public stockholders(4)

 

3,086,053

 

3.0

%

 

1,543,026

 

1.5

%

 

0

 

0.0

%

Sizzle Sponsor, Initial Stockholders and directors and officers(5)

 

4,098,500

 

4.0

%

 

4,098,500

 

4.1

%

 

4,098,500

 

4.1

%

Reallocation of Sponsor Shares(6)

 

2,049,250

 

2.0

%

 

2,049,250

 

2.0

%

 

2,049,250

 

2.1

%

Cantor and EBC(7)

 

1,022,850

 

1.0

%

 

1,022,850

 

1.0

%

 

1,022,850

 

1.0

%

Vellar(8)

 

20,000,000

 

19.6

%

 

20,000,000

 

19.9

%

 

20,000,000

 

20.2

%

Jett Capital(9)

 

2,865,374

 

2.8

%

 

2,865,374

 

2.9

%

 

2,865,374

 

2.9

%

CCM(10)

 

1,000,000

 

1.0

%

 

1,000,000

 

1.0

%

 

1,000,000

 

1.0

%

EUR(11)

 

67,989,216

 

66.6

%

 

67,989,216

 

67.6

%

 

67,989,216

 

68.7

%

Pro Forma Combined Company
Common Stock

 

102,111,243

 

100

%

 

100,568,216

 

100.0

%

 

99,025,190

 

100

%

____________

(1)      Presents Sizzle’s current outstanding number of public shares as of the date of this proxy statement/prospectus, which are 3,086,503 public shares (consisting of 15,500,000 public shares originally sold as Sizzle Units in the Sizzle IPO, as adjusted for 11,076,703 public shares redeemed by holders of public shares in connection with the Extension Meeting on February 1, 2023). This column assumes there are no redemptions by holders of Sizzle public shares in connection with the Special Meeting.

(2)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 50% of Sizzle’s public shares by holders of public shares in connection with the Special Meeting (equating to a redemption amount of approximately $17,021,374, assuming a redemption price of $11.03 per share, as of October 19, 2023).

(3)      Presents the number of Sizzle’s public shares, after giving effect redemptions as of the date of this proxy statement/prospectus and additional redemptions by holders of Sizzle public shares in connection with the Special Meeting, and reflecting a redemption of 100%, or 3,086,053, of Sizzle’s public shares (equating to a redemption amount of approximately $34,042,748, assuming a redemption price of $11.03 per share, as of October 19, 2023). The maximum redemption scenario assumes the approval of the NTA Proposal.

(4)      Underlying Sizzle public shares are redeemable with the Business Combination and Sizzle public stockholders may exercise their right to have their shares redeemed for cash.

(5)      Shares currently held by the Sponsor plus the Sizzle Initial Stockholders, which includes Sizzle directors and officers, include 722,750 private placement shares held by the Sizzle Initial Stockholders and 5,425,000 founders shares held by the Sponsor. All 5,425,000 founders shares as of the date of this proxy statement/prospectus are held by Sponsor and may

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be voted by Sponsor, or its permitted transferees, at the Special Meeting (unless otherwise agreed by Sponsor); however, following the Special Meeting, Sponsor will transfer or surrender up to 2,049,250 of such shares as of and effective at the Closing, as provided in the Sponsor Support Agreement, as amended (see Note 6).

(6)      Reflects the 2,049,250 shares of Sizzle Common Stock to be surrendered or transferred by the Sponsor pursuant to the Sponsor Support Agreement. These shares may be voted by Sponsor in connection with the Special Meeting and the Business Combination Proposal, as reflected elsewhere in this proxy statement/prospectus, unless otherwise agreed by Sponsor. However, as of the date of the Closing of Business Combination, which is subsequent to the date of the Special Meeting, these shares may be transferred by Sponsor or Sizzle as provided in the Sponsor Support Agreement, as amended. Please see “The Business Combination Proposal — Sponsor Support Agreement.”

(7)      Shares as of the Closing held by Cantor (947,250 shares, consisting of the 900,000 shares as compensation to Cantor in connection with the deferred underwriting fee and 47,250 representative shares which Cantor purchased in a private placement in connection with the