425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2023

SIZZLE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-41005	85-3418600
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4201 Georgia Avenue, NW Washington, DC	20011
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (202) 846-0300

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant	SZZLU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	SZZL	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	SZZLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed by Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 25, 2022, Sizzle entered into an Agreement and Plan of Merger (as amended by that certain First Amendment to the Agreement and Plan of Merger dated January 4, 2023, that certain Second Amendment to the Agreement and Plan of Merger dated July 7, 2023 and as may be further amended, modified or supplemented from time to time, the “Merger Agreement”) with European Lithium Limited, an Australian Public Company limited by shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco” or “Critical Metals”), and Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco. Pursuant to the Merger Agreement and the transactions contemplated thereby (the “Proposed Business Combination”), each of Sizzle and the Company will become wholly-owned subsidiaries of Critical Metals.

On October 26, 2023, Sizzle and Cantor Fitzgerald & Co. (“Cantor”) entered into an amendment (the “Underwriting Agreement Amendment”) to that certain Underwriting Agreement, dated as November 3, 2021 (the “Underwriting Agreement”), by and between Sizzle and Cantor. Pursuant to the Underwriting Agreement Amendment, Cantor agreed to accept payment of the deferred underwriting commission payable to Cantor under Section 1.3 of the Underwriting Agreement in a number shares of common stock of Sizzle (or the equivalent publicly traded shares of Sizzle’s successor in the Proposed Business Combination, the “Deferred Commission Shares”) equal to 900,000 Deferred Commission Shares.

The payment in Deferred Commission Shares under the Underwriting Agreement Amendment is conditioned on the Closing of the Proposed Business Combination. Cantor was also given registration rights with respect to any Deferred Commission Shares. The proceeds from the issuance of the Deferred Commission Shares instead of the cash payment required under the Underwriting Agreement will be used to fund the transaction expenses and other liabilities of Sizzle.

A copy of the Underwriting Agreement Amendment is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference, and the foregoing description of the Underwriting Agreement Amendment is qualified in its entirety by reference thereto.

Additional Information and Where to Find It

This Current Report on Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with respect to the Proposed Business Combination.

In connection with the Proposed Business Combination, Critical Metals has filed a registration statement on Form F-4 with the SEC, which includes a preliminary proxy statement to Sizzle shareholders and a prospectus for the registration of Pubco securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). The Registration Statement has not yet been declared effective. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Sizzle as of the record date in the future to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Stockholders of Sizzle and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Sizzle, Critical Metals, EUR and the Company and the Proposed Business Combination. Stockholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Sizzle Acquisition Corp., 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn: Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K. 

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Participants in the Solicitation

Sizzle, EUR, Critical Metals and the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle’s stockholders in connection with the Proposed Business Combination. Sizzle’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Sizzle in Sizzle’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, filed with the SEC on March 28, 2023, or its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 15, 2023, or its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 11, 2023 as well as information in its definitive proxy statement filed on July 17, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Sizzle’s shareholders in connection with the Proposed Business Combination are and will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement, which Critical Metals has filed with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain free copies of these documents as described above.

No Offer or Solicitation

This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements 

This Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle’s, Pubco’s and the Company’s and/or EUR’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Form 8-K. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the risk that the Proposed Business Combination or other business combination may not be completed by Sizzle’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings or government or regulatory action on inquiry that may be instituted against Sizzle, Pubco, EUR or the Company or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination by the shareholders of Sizzle or EUR; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the Proposed Business Combination; the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; the effect of the announcement or pendency of the Proposed Business Combination on EUR and the Company’s business relationships, operating results, current plans and operations of EUR, Pubco and the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitably; the possibility that Sizzle, Pubco, EUR and/or the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by Sizzle, Pubco, EUR or the Company of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Proposed Business Combination; plans, intentions or future operations of Pubco or the Company, including relating to the finalization, completion of any studies, feasibility studies or other assessments or relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities; EUR and Pubco’s ability to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

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The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Sizzle and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may be additional risks that neither Sizzle, Pubco nor EUR and the Company presently know, or that Sizzle, Pubco, EUR and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Form 8-K. Neither Sizzle, EUR, Pubco nor the Company undertakes any obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Amendment to Underwriting Agreement, dated October 26, 2023, between Sizzle Acquisition Corp. and Cantor Fitzgerald & Co.
104	Cover Page Interactive Data File (embedded with the Inline XRBL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIZZLE ACQUISITION CORP.
	By:	/s/ Steve Salis
	Name:	Steve Salis
	Title:	Chief Executive Officer
Dated: November 1, 2023

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EX-1.1

Exhibit 1.1

Execution Version

CANTOR FITZGERALD & CO.
499 Park Avenue
New York, New York, 10022

October 26, 2023

Sizzle Acquisition Corp.
4201 Georgia Avenue, NW
Washington, DC 2011
Attn: Steve Salis, Chief Executive Officer

Re: Amendment to Underwriting Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Underwriting Agreement, dated as of November 3, 2021 (the “Underwriting Agreement”), by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., a representative of the several underwriters thereunder (the “Representative”). Capitalized terms used but not defined in this letter agreement (this “Letter”) shall have the meanings given to such terms in the Underwriting Agreement.

On October 25, 2022, the Company entered into an Agreement and Plan of Merger (as amended by that certain First Amendment to the Agreement and Plan of Merger dated January 4, 2023 and the Second Amendment to the Agreement and Plan of Merger dated July 7, 2023, and as may be further amended, modified or supplemented from time to time, the “Merger Agreement”) with European Lithium Limited, an Australian Public Company limited by shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Target”), and certain other parties named therein, pursuant to which Merger Agreement, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated thereby, the Company will consummate its initial Business Combination with the Target (the “Target Transaction”).

In contemplation of the Target Transaction, the Company and the Representative hereby agree to amend the Underwriting Agreement as follows, in the case of Paragraphs 1 and 2 hereof, effective and conditioned upon the consummation of the Target Transaction (the “Fee Reduction”):

1.Section 1.3 of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“1.3 Deferred Underwriting Commission. The Representative agrees that upon the consummation of the Company’s initial Business Combination (the “Closing”), the Company (or, if applicable, the successor public company in such Business Combination (the “Successor”)) shall issue, transfer and deliver, or cause to be issued, transferred and delivered, to the Representative, in book-entry form, by irrevocable instruction to its duly appointed transfer agent, a number of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) (or equivalent publicly traded common or shares of common stock of the Successor) equal to 900,000 shares of Common Stock, subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the date hereof and prior to the closing of such initial Business Combination, including to account for any equity securities into which such shares are exchanged or converted (the “Representative Shares” or the “Modified Deferred Underwriting Commission”). The Company hereby agrees that the Representative Shares issued, transferred and delivered to the Representative in satisfaction of the Modified Deferred Underwriting Commission shall be validly issued, fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such Representative Shares of Common Stock (including any restrictions that may arise due to contractual “lock-ups”), other than those arising from applicable U.S. federal or state securities laws (collectively “Restrictions”).

Upon the issuance of the Representative Shares, the Company will, and will cause the Sponsor to, add the Representative Shares as “Registrable Securities” of the Representative under that certain Registration Rights Agreement, dated as of November 3, 2021 (as may be amended, the “Registration Rights Agreement”); provided, that in the event that there is any “public investment in private equity” (“PIPE”) that closes substantially concurrently with the Closing which includes registration rights for the investor in such PIPE (the “Registration Rights Obligations”) that are superior to the registration rights available to the Representative under the Registration Rights Agreement, the Representative may, at its sole election within ten (10) Business Days after the Closing elect to receive the Registration Rights Obligations with respect to the Representative Shares (pari passu with such PIPE investor) in lieu of the Registration Rights Agreement, and the Registration Rights Agreement will be simultaneously amended to remove the Representative Shares are “Registrable Securities” thereunder.

In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that the Representative shall forfeit any rights or claims to the Modified Deferred Underwriting Commission. Without limiting the foregoing, the Representative shall not be entitled to any of the funds deposited or held in the Trust Account in connection with the Modified Deferred Underwriting Commission, and any references in the Underwriting Agreement to such rights, including Sections 1.1.1, 1.1.2, 1.2.3, are hereby superseded.

However, in the event that the Company does consummate a Business Combination, but (x) the Company is unable to, or otherwise does not, issue or cause to be issued the full amount of the Representative Shares to the Representative in satisfaction of the Modified Deferred Underwriting Commission without any of the Restrictions, or (y) the Company does not comply with its obligations above with respect to the Registration Rights Agreement to be performed at or prior to the Closing, then, in each case, the Company (or any Successor) shall promptly pay to the Representative at the Closing the entire amount of the original Deferred Underwriting Commission in cash in lieu of delivering the Representative Shares hereunder.

For the avoidance of doubt, once issued, the Representative Shares will not be refundable under any circumstances.”

The Company and the Representative agree that, subject to the penultimate paragraph of Section 1.3 of the Underwriting Agreement (as amended by this Section 1), any reference in the Underwriting Agreement to the amount or type of consideration owed for the Deferred Underwriting Commission that is inconsistent with the provisions of Section 1.3, as amended by this Section 1, shall be deemed amended, effective as of the date of this Letter, to be consistent with the provisions of Section 1.3, as amended by this Section 1; however, if the conditions set forth in the penultimate paragraph of such Section 1.3 (as amended by this Section 1) are not satisfied as of the Closing, then this Letter shall be automatically terminated with respect to Sections 1 and 2 (other than such penultimate paragraph of such Section 1.3 as amended by this Section 1).

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Each of the Company and the Representative will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the Fee Reduction agreements set forth in this Letter.

For the avoidance of doubt, the Fee Reduction agreement set forth in this Letter is confidential may be not filed publicly or otherwise disclosed by the Company to any other party (other than EUR) without the Representative’s prior written consent, not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if the Company (or the Successor) is required by applicable law, regulation, Commission or applicable stock exchange requirement or legal process to disclose this Letter or its terms, including, without limitation, the Fee Reduction agreement, the Company (or the Successor) may do so without the consent of the Representative, so long as it provides the Representative with a reasonable opportunity to review and comment on such disclosure prior to its filing, publication or dissemination and the Company (or the Successor) considers in good faith any reasonable comments provided by the Representative with respect to such disclosure.

2.Section 3.16 of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“3.16 Payment of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will cause the Representative Shares to be issued and cause the Representative Shares to be added to the Registration Rights Agreement, each in accordance with Section 1.3.”

3.Section 2.38 of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

“2.38 Advisory Agreement. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), is not “participating” in the Offering as defined in FINRA Rule 5110(j)(16). For the avoidance of doubt, any fees payable by the Company to CCM after the consummation of the Offering through and including the consummation of a Business Combination pursuant to any agreement between the Company and CCM shall only be (x) paid in Common Stock, and not in cash, and (y) separate from, and in addition to, the underwriting fees owed to the Underwriters hereunder.”

4.Sections 1 and 2 of this Letter and the Fee Reduction will cease to be effective and terminate automatically upon the valid termination of the Merger Agreement. In the event of such termination, (i) the Company agrees to provide prompt notice of such termination of the Merger Agreement to the Representative, and (ii) the original Deferred Underwriting Commission shall become due and payable by the Company to the Representative in cash, as originally set forth in the Underwriting Agreement, upon the consummation of a Business Combination.

The terms of this Letter shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Underwriting Agreement. Except as expressly provided in this Letter, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Letter does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Underwriting Agreement, or any other right, remedy, power or privilege of any party to the Underwriting Agreement, except as expressly set forth herein. Any reference to the Underwriting Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by this Letter (or as the Underwriting Agreement may be further amended, modified or supplemented after the date hereof in accordance with the terms thereof).

{remainder of page intentionally left blank; signature page follows}

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Please acknowledge your agreement and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest convenience.

Very truly yours,
CANTOR FITZGERALD & CO.
By:	/s/ Sage Kelly
Name:	Sage Kelly
Title:	Global Head of Investment Banking

Accepted and agreed as of the date first set forth above:

SIZZLE ACQUISITION CORP.

By:	/s/ Steve Salis
Name:	Steve Salis
Title:	Chief Executive Officer

{Signature Page to Amendment to Underwriting Agreement}

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