Sec Form 4 Filing - Silver Crest Management LLC @ Silver Crest Acquisition Corp - 2022-09-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Silver Crest Management LLC
2. Issuer Name and Ticker or Trading Symbol
Silver Crest Acquisition Corp [ SLCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SUITE 3501, 35/F, JARDINE HOUSE, 1 CONNAUGHT PLACE, CENTRAL
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2022
(Street)
K3F4
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 09/28/2022 M 8,625,000 A $ 0 8,625,000 D
Class A Ordinary Shares 09/28/2022 D( 1 )( 2 ) 8,625,000 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 )( 2 ) 09/28/2022 M 8,625,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A Ordinary Shares 8,625,000 ( 1 )( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silver Crest Management LLC
SUITE 3501, 35/F, JARDINE HOUSE
1 CONNAUGHT PLACE, CENTRAL
K3F4
X
Signatures
/s/ Liang (Leon) Meng 09/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Merger Agreement, dated August 13, 2021, as amended, by and among the Issuer, TH International Limited, a Cayman Islands exempted company ("THIL"), and Miami Swan Ltd, a Cayman Islands exempted company and wholly owned subsidiary of THIL ("Merger Sub"), on September 28, 2022, Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of THIL, and the Issuer merged with and into THIL (the "Business Combination").
( 2 )(Footnote 1 continued) As a result of the First Merger, (i) each outstanding Class B ordinary share of the Issuer was automatically converted into one Class A ordinary share of the Issuer; (ii) each issued and outstanding Class A ordinary share of the Issuer was automatically converted into the right of the holder thereof to receive one ordinary share of THIL after giving effect to a THIL share split at a ratio of 1,064.29740547038:1; and (iii) the warrants held by the Reporting Person to purchase Class A ordinary shares of the Issuer were automatically converted into a like number of warrants to purchase ordinary shares of THIL; provided that the Reporting Person agreed to forfeit half of the Class A ordinary shares and half of the warrants it had been entitled to. As a result, the Reporting Person received 4,312,500 ordinary shares of THIL and warrants to purchase 4,450,000 THIL ordinary shares in the Business Combination.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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