Sizzle Acquisition in an 8-K said it secured subscription agreements for $10 million PIPE with three accredited investors in funds affiliated with each other. The financing supports the SPAC's proposed merger with European Lithium, which is to be renamed Critical Metals at deal closing, if approved.
As consideration for the investment, Sizzle's sponsor will transfer 2.049 million founder shares to the PIPE investors. In addition, upon closing, Critical Metals will issue to the PIPE Investors 1 million shares in the combined company, plus warrant to purchase up to 1 million shares at $10 each, expiring on the first anniversary of the closing, and 3 million shares of the combined company to be released to the PIPE Investors at a rate of three additional shares for each share the PIPE investors purchases through the exercise of the warrants.
Critical Metals will be restricted from issuing additional shares or filing any registration statements with the SEC for a period of 60 days after the closing, subject to certain exceptions.
A SPAC shareholder vote on the merger has been postponed three times while the parties negotiated the PIPE financing announced today.
Sizzle raised $155 million in a November 2021 IPO, initially to focus on target businesses in the restaurant, hospitality, food and beverage, retail, consumer, food and food related technology and real estate industries. Since then, redemptions have removed about 83% of Sizzle's trust.
At deal announcement in October 2022, the European Lithium transaction was expected to provide approximately $159 million before expenses and any redemptions. Read more.