As filed with the Securities and Exchange Commission on December 2, 2021

Registration No. 333-259743​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

Form F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TH International Limited

(Exact name of registrant as specified in its charter)

2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
+86-021-6136-6616

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. †☐

CALCULATION OF REGISTRATION FEE

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(1)

All securities being registered will be issued by TH International Limited, a Cayman Islands exempted company (“THIL”), in connection with the Merger Agreement described in this registration statement and the proxy statement/prospectus included herein, which provides for, among other things, the merger of Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of THIL (“Merger Sub”) with and into Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“Silver Crest”) (such merger, the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL (Silver Crest as the surviving entity of the First Merger, the “Surviving Entity”). Immediately following the consummation of the First Merger and as part of the same overall transaction, the Surviving Entity will merge with and into THIL (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with THIL surviving the Second Merger (such transactions, collectively, the “Business

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Combination”). As a result of the Business Combination, (i) each outstanding Class B ordinary share of Silver Crest, par value $.0001 per share (“Silver Crest Class B Shares”), will be converted into one Class A ordinary share of Silver Crest, par value $.0001 per share (“Silver Crest Class A Shares”), (ii) each Silver Crest Class A Share will be converted into the right of the holder thereof to receive one ordinary share of THIL (“THIL Ordinary Shares”) and (iii) each issued and outstanding warrant to purchase Silver Crest Class A Shares (“Silver Crest Warrants”) will be converted into a corresponding warrant to purchase THIL Ordinary Shares (“THIL Warrants”).

(2)

In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of THIL Ordinary Shares to be issued to Silver Crest securityholders, the average of the high ($9.78) and low ($9.75) prices of Silver Crest Class A Shares on the Nasdaq Stock Market (“Nasdaq”) on September 17, 2021 (within five business days prior to the initial filing of this registration statement), (ii) in respect of THIL Warrants to be issued to Silver Crest securityholders, the sum of (x) the average of the high ($0.61) and low ($0.57) prices for Silver Crest Warrants on Nasdaq on September 17, 2021 (within five business days prior to the initial filing of this registration statement) and (y) the exercise price of Silver Crest Warrants ($11.50). Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to THIL Warrants has been allocated to the THIL Ordinary Shares underlying THIL Warrants and those THIL Ordinary Shares are included in the registration fee.

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(3)

Represents THIL Ordinary Shares issuable in exchange for outstanding Silver Crest Class A Shares pursuant to the Mergers.

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(4)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

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(5)

Represents THIL Warrants, each whole warrant entitling the holder to purchase one THIL Ordinary Share, to be issued in exchange for Silver Crest Warrants.

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(6)

Represents THIL Ordinary Shares underlying THIL Warrants.

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(7)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091, which rate was in effect from the initial filing of this registration statement through September 30, 2021, and previously paid in connection with the initial filing of this registration statement on September 23, 2021.

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED DECEMBER [•], 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SILVER CREST ACQUISITION CORPORATION

PROSPECTUS FOR UP TO
43,125,000 ORDINARY SHARES,
26,150,000 WARRANTS AND
26,150,000 ORDINARY SHARES UNDERLYING WARRANTS OF
TH INTERNATIONAL LIMITED

The board of directors of Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“Silver Crest”), has unanimously approved the Agreement and Plan of Merger (“Merger Agreement”), dated as of August 13, 2021, by and among Silver Crest, TH International Limited, a Cayman Islands exempted company (“THIL”), and Miami Swan Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of THIL (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Silver Crest (such merger, the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL (Silver Crest as the surviving entity of the First Merger, the “Surviving Entity”). Immediately following the consummation of the First Merger and as part of the same overall transaction, the Surviving Entity will merge with and into THIL (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with THIL surviving the Second Merger (such transactions, collectively, the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (such transactions, collectively, the “Transactions”), the shareholders of Silver Crest will become shareholders of THIL.

Pursuant to the Merger Agreement, (i) immediately prior to the effective time of the First Merger (the “First Effective Time”), each Class B ordinary share of Silver Crest, par value $0.0001 per share (“Silver Crest Class B Shares”), outstanding immediately prior to the First Effective Time will be automatically converted into one Class A ordinary share of Silver Crest, par value $0.0001 per share (“Silver Crest Class A Shares” and together with the Silver Crest Class B Shares, the “Silver Crest Ordinary Shares”) and, after giving effect to such automatic conversion, at the First Effective Time and as a result of the First Merger, each Silver Crest Class A Share outstanding immediately prior to the First Effective Time will automatically be converted into the right of the holder thereof to receive one ordinary share of THIL, with a par value per share to be calculated pursuant to the methodology set forth in the Merger Agreement (“THIL Ordinary Shares”), after giving effect to the Share Split (as defined below), and (ii) each issued and outstanding warrant to purchase Silver Crest Class A Shares (“Silver Crest Warrants”) will be assumed by THIL and converted into a corresponding warrant to purchase THIL Ordinary Shares (“THIL Warrants”). Immediately prior to the First Effective Time, the Silver Crest Class A Shares and the public Silver Crest Warrants comprising each issued and outstanding Silver Crest Unit (as defined below), consisting of one Silver Crest Class A Share and one-half of one public Silver Crest Warrant, will be automatically separated and the holder thereof will be deemed to hold one Silver Crest Class A Share and one-half of one public Silver Crest Warrant. No fractional public Silver Crest Warrants will be issued in connection with such separation such that if a holder of such Silver Crest Units would be entitled to receive a fractional public Silver Crest Warrant upon such separation, the number of public Silver Crest Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of public Silver Crest Warrants and no cash will be paid in lieu of such fractional public Silver Crest Warrants.

Immediately prior to the First Effective Time, THIL will effect a share split of each THIL Ordinary Share into such number of THIL Ordinary Shares, calculated in accordance with the terms of the Merger Agreement, such that each THIL Ordinary Share will have a deemed value of $10.00 per share on a fully diluted basis, based on THIL’s implied valuation immediately prior to the consummation of the Business Combination, after giving effect to such share split (the “Share Split”). Unless otherwise indicated, this proxy statement/prospectus does not reflect the Share Split.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Silver Crest shareholders scheduled to be held on           , 2021 at           and in virtual format.

Although THIL is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination (the “Closing”), THIL will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). THIL intends to apply for listing of THIL Ordinary Shares on the Nasdaq Stock Market (“Nasdaq”) under the proposed symbol “THCH” and listing of THIL Warrants on Nasdaq under the proposed symbol “THCHW” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that THIL Ordinary Shares and THIL Warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading 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 THIL Ordinary Shares and THIL Warrants will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors — Risks Related to THIL’s Securities” for more information.

THIL is 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.

THIL is also 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, THIL’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, THIL will not be required to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

THIL is a Cayman Islands holding company that conducts its operations in China through wholly owned subsidiaries and does not directly own any substantive business operations in China. The securities registered herein are securities of THIL, not those of its operating companies. Therefore, investors in THIL will not directly hold any equity interests in its operating companies. This holding company structure involves unique risks to investors. For example, Chinese regulatory authorities could disallow this operating structure and limit or hinder THIL’s ability to conduct its business through, receive dividends from or transfer funds to the operating companies or list on a U.S. or other foreign exchange, which could cause the value of THIL’s securities to significantly decline or become worthless. In addition, THIL faces various legal and operational risks associated with doing business in China. These risks arise from, among other things, PRC governmental authorities’ significant oversight and discretion over the business and financing activities of its PRC subsidiaries, the complex and evolving PRC legal system, frequent changes in laws, regulations and government policies, uncertainties and inconsistencies regarding the interpretation and enforcement of laws and regulations, difficulties or delays in obtaining regulatory approvals for listing on a foreign stock exchange or conducting certain business activities, the lack of inspection on THIL’s auditors by the Public Company Accounting Oversight Board (the “PCAOB”), and increasing oversight on cybersecurity and data privacy and potential anti-monopoly actions related to the Chinese government’s recently issued statements and instituted regulatory actions. These risks could result in a material change in the post-combination operations of THIL’s PRC subsidiaries and significantly limit or completely hinder THIL’s ability to list on a U.S. or other foreign stock exchange, to accept foreign investments and to offer or continue to offer securities to foreign investors. For a detailed description of risks related to THIL’s holding company structure and doing business in China, see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Doing Business in China.”

Assuming that none of the holders of Silver Crest Class A Shares (the “Silver Crest Public Shareholders”) demand redemption and there are no Dissenting Silver Crest Shareholders (as defined below) and excluding shares reserved for THIL’s granted share options and restricted share units subject to vesting, it is anticipated that, immediately after the Closing, the existing shareholders of THIL will own approximately 78.70% of the outstanding THIL Ordinary Shares (and Pangaea Two Acquisition Holdings XXIIA Limited, an existing shareholder of THIL that is controlled by Peter Yu, our Chairman and the Managing Partner of Cartesian Capital Group, LLC (“Cartesian”), will own approximately 45.55% of the outstanding THIL Ordinary Shares), Silver Crest Public Shareholders will own approximately 17.04% of the outstanding THIL Ordinary Shares, and Silver Crest Management LLC (the “Sponsor”) will own approximately 4.26% of the outstanding THIL Ordinary Shares. Assuming maximum redemption by Silver Crest Public Shareholders and excluding shares reserved for THIL’s granted share options and restricted share units subject to vesting, it is anticipated that, immediately after the Closing, the existing shareholders of THIL will own approximately 92.67% of the outstanding THIL Ordinary Shares (and Pangaea Two Acquisition Holdings XXIIA Limited will own approximately 53.63% of the outstanding THIL Ordinary Shares), Silver Crest Public Shareholders will own approximately 2.32% of the outstanding THIL Ordinary Shares, and the Sponsor will own approximately 5.01% of the outstanding THIL Ordinary Shares. In addition, it is expected that three members of THIL’s board of directors after the Closing, including Peter Yu, will be executives of Cartesian.

The accompanying proxy statement/prospectus provides Silver Crest shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Silver Crest. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated           , 2021, and is first being mailed to Silver Crest shareholders on or about           , 2021.

 

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about THIL and Silver Crest that is not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon written or oral request. If you would like to receive any of the additional information, please contact:

Silver Crest Acquisition Corporation
Suite 3501, 35/F, Jardine House,
1 Connaught Place, Central, Hong Kong
Telephone: +852-2165-9000

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the extraordinary general meeting, or no later than                 , 2021.

For additional information, see “Where You Can Find More Information” on page 225.

 

 

Notice of Extraordinary General Meeting of Shareholders
of Silver Crest Acquisition Corporation

To Be Held on                 , 2021

TO THE SHAREHOLDERS OF SILVER CREST ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Silver Crest Acquisition Corporation (“Silver Crest”), a Cayman Islands exempted company, will be held at                 a.m. Eastern Time, on                 , 2021 at                 and virtually over the Internet by means of a live audio webcast at https://​                 (the “extraordinary general meeting”). Due to health concerns stemming from                the COVID-19 pandemic, and to support the health and well-being of our shareholders, we encourage shareholders to attend the extraordinary general meeting virtually. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting
https://                 . The extraordinary general meeting will be held for the following purposes:

1.

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve and authorize the Agreement and Plan of Merger, dated as of August 13, 2021, by and among Silver Crest, TH International Limited, a Cayman Islands exempted company (“THIL”), and Miami Swan Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of THIL (“Merger Sub”) (such agreement, the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the business combination whereby Merger Sub will merge with and into Silver Crest (the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL, and immediately thereafter and as part of the same overall transaction, Silver Crest (as the surviving entity of the First Merger) will merge with and into THIL, with THIL surviving the merger (the “Business Combination Proposal”);

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2.

Proposal No. 2 — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the First Merger and the Plan of Merger by and among Silver Crest, Merger Sub and THIL, substantially in the form attached to this proxy statement/prospectus as Annex C (the “Merger Proposal”); and

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3.

Proposal No. 3 — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting 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 extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of Class A ordinary shares of Silver Crest, par value $0.0001 per share (“Silver Crest Class A Shares”), have elected to redeem an amount of Silver Crest Class A Shares such that the minimum available cash condition contained in the Merger Agreement would not be satisfied (the “Adjournment Proposal”).

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We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The full text of the resolutions to be voted on at the extraordinary general meeting is as follows:

Resolution No. 1 — The Business Combination Proposal

“RESOLVED, as an ordinary resolution, that Silver Crest’s entry into the Agreement and Plan of Merger, dated as of August 13, 2021, by and among Silver Crest Acquisition Corporation (“Silver Crest”), TH International Limited (“THIL”) and Miami Swan Ltd (“Merger Sub”) (the “Merger Agreement”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, Merger Sub will merge with and into Silver Crest, with Silver Crest surviving the merger, and immediately thereafter and as part of the same overall transaction, Silver Crest will merge with and into THIL, with THIL surviving the merger, in accordance with the terms and subject to the conditions of the Merger Agreement, and the transactions contemplated by the Merger Agreement be and are hereby authorized, approved, ratified and confirmed in all respects.”

 

 

Resolution No. 2 — The Merger Proposal

“RESOLVED, as a special resolution, that the Plan of Merger, by and among Silver Crest Acquisition Corporation (“Silver Crest”), Miami Swan Ltd (“Merger Sub”) and TH International Limited (“THIL”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex C (the “Plan of Merger”), and the merger of Merger Sub with and into Silver Crest with Silver Crest surviving the merger as a wholly owned subsidiary of THIL be and are hereby authorized, approved and confirmed in all respects and that Silver Crest be and is hereby authorized to enter into the Plan of Merger.”

Resolution No. 3 — The Adjournment Proposal

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general 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 the approval of one or more proposals at the extraordinary general meeting or if shareholders have elected to redeem an amount of Class A ordinary shares such that the minimum available cash condition contained in the Agreement and Plan of Merger, dated as of August 13, 2021, by and among Silver Crest Acquisition Corporation, TH International Limited and Miami Swan Ltd would not be satisfied, be and is hereby approved.”

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the proxy statement/​prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Silver Crest Ordinary Shares at the close of business on               , 2021 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, Silver Crest’s board of directors has determined that each of the proposals listed is fair to and in the best interests of Silver Crest and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Silver Crest’s board of directors, you should keep in mind that Silver Crest’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Silver Crest. See the section in the proxy statement/prospectus entitled “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. If either of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, then Silver Crest will not consummate the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal listed above.

All Silver Crest shareholders at the close of business on the record date are cordially invited to attend the extraordinary general meeting, which will be held at                 and virtually over the Internet by means of a live audio webcast at https://​                 . To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the postage-paid return envelope provided and, in any event so as to be received by Silver Crest no later than at                 a.m. Eastern Time, on                 , 2021, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholder purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in Silver Crest’s register of members) will be accepted. If you are a holder of record of Silver Crest Ordinary Shares at the close of business on the record date, you may also cast your vote at the extraordinary general meeting. If you hold your Silver Crest Ordinary Shares in “street” name, which means

 

 

your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially own or, if you wish to attend the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting virtually. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting.

A complete list of Silver Crest shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Silver Crest for inspection by shareholders during business hours for any purpose germane to the extraordinary general meeting.

Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of Silver Crest Ordinary Shares registered in each shareholder’s name which are voted, with each Silver Crest Ordinary Share carrying one vote.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Silver Crest Ordinary Shares, please contact                 . Questions can also be sent by email to                 . This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://                 .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors​

Leon Meng​

Chairman of the Board of Directors​

                 , 2021

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS (“SILVER CREST PUBLIC SHAREHOLDERS”) OF SILVER CREST CLASS A SHARES ISSUED IN SILVER CREST’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. SILVER CREST PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY SILVER CREST PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, SILVER CREST PUBLIC SHAREHOLDERS MUST DEMAND THAT SILVER CREST REDEEM THEIR PUBLIC SHARES AND EITHER TENDER THEIR SHARE CERTIFICATES (IF ANY) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, SILVER CREST’S TRANSFER AGENT, OR DELIVER THEIR PUBLIC SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S

 

 

DEPOSIT/WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM, IN EACH CASE NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. ANY HOLDER THAT HOLDS PUBLIC SHARES BENEFICIALLY THROUGH A NOMINEE MUST IDENTIFY ITSELF TO SILVER CREST IN CONNECTION WITH ANY REDEMPTION ELECTION IN ORDER TO VALIDLY REDEEM SUCH PUBLIC SHARES. SEE “EXTRAORDINARY GENERAL MEETING OF SILVER CREST SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

TABLE OF CONTENTS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC by THIL, constitutes a prospectus of THIL under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the THIL Ordinary Shares and THIL Warrants to be issued to Silver Crest securityholders in connection with the Business Combination. This document also constitutes a proxy statement of Silver Crest under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of Silver Crest shareholders to consider and vote upon the proposals to adopt the Business Combination Proposal (as described below) , to adopt the Merger Proposal (as described below) and, if necessary, to adopt the Adjournment Proposal (as described below):

1.

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve and authorize the Agreement and Plan of Merger, dated as of August 13, 2021, by and among Silver Crest, TH International Limited (“THIL”) and Miami Swan Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of THIL (“Merger Sub”) (such agreement, the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the business combination whereby Merger Sub will merge with and into Silver Crest (the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL, and immediately thereafter and as part of the same overall transaction, Silver Crest (as the surviving entity of the First Merger) will merge with and into THIL, with THIL surviving the merger (the “Business Combination Proposal”);

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2.

Proposal No. 2 — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the First Merger and the Plan of Merger by and among Silver Crest, Merger Sub and THIL, substantially in the form attached to this proxy statement/prospectus as Annex C (the “Merger Proposal”); and

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3.

Proposal No. 3 — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting 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 extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of Class A ordinary shares of Silver Crest, par value $0.0001 per share (“Silver Crest Class A Shares”), have elected to redeem an amount of Silver Crest Class A Shares such that the minimum available cash condition contained in the Merger Agreement would not be satisfied (the “Adjournment Proposal”).

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Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to “THIL” refer to TH International Limited together with its subsidiaries. All references in this proxy statement/prospectus to “Silver Crest” refer to Silver Crest Acquisition Corporation.

 

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MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus contains estimates, projections and other information concerning THIL’s industry, including market size and growth of the markets in which it participates, that are based on industry publications and reports and forecasts prepared by its management. In some cases, THIL does not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. THIL has not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which THIL operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

The sources of certain statistical data, estimates, and forecasts contained in this proxy
statement/prospectus include independent industry reports from Global Market Trajectory & Analytics
and the Department of Agriculture Foreign Agricultural Service.

Certain estimates of market opportunity, including internal estimates of the addressable market for THIL and forecasts of market growth, included in this proxy statement/prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this proxy statement/prospectus relating to the size of THIL’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market THIL estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this proxy statement/prospectus, THIL’s business could fail to successfully address or compete in such markets, if at all.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Certain other amounts that appear in this proxy
statement/prospectus may not sum due to rounding.

 

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STATEMENT REGARDING TIM HORTONS

TIM HORTONS® is a registered trademark of Tim Hortons Restaurants International GmbH (“THRI”), a subsidiary of Restaurant Brands International Inc. (“RBI”). The offering of securities pursuant to the transaction has not been endorsed by RBI or any its subsidiaries, affiliates, officers, directors, agents, employees or advisors; other than in their capacity, as applicable, as a director of THIL. The grant of a “Tim Hortons” franchise to THIL in mainland China, Hong Kong and Macau by THRI should not be construed as an express or implied approval or endorsement of any statement regarding performance of THIL (financial or otherwise) in this proxy statement/prospectus. In making an investment decision, an investor must rely on its own examination of THIL and the terms of the Transactions.

The enforcement or waiver of any obligation of THIL under the applicable franchise agreements is generally a matter of the franchisor’s sole discretion. No investor should rely on any representation, assumption or belief that THRI will enforce or waive particular obligations of THIL under those agreements.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

THIL has proprietary rights to trademarks used in this proxy statement/prospectus that are important to its business, many of which are registered under applicable intellectual property laws. This proxy
statement/prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that THIL will not assert, to the fullest extent permitted under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. THIL does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of THIL by, any other parties.

IMPORTANT INFORMATION ABOUT EXCHANGE RATES

Certain information presented in this proxy statement/prospectus has been converted from Renminbi to U.S. dollars at a rate of RMB6.4566 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2021. Exchange rates fluctuate, and such fluctuation can be significant.

 

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SELECTED DEFINITIONS

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Silver Crest shareholders. Silver Crest shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

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

A: Silver Crest and THIL have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and Silver Crest encourages its shareholders to read it in its entirety. Silver Crest’s shareholders are being asked to consider and vote upon a proposal to approve the Merger Agreement, which, among other things, provides for Merger Sub to be merged with and into Silver Crest with Silver Crest surviving the merger as a wholly-owned subsidiary of THIL, and immediately thereafter and as part of the same overall transaction, Silver Crest (as the surviving entity of the First Merger) merging with and into THIL, which will become the parent/public company following the Business Combination, and the other Transactions contemplated by the Merger Agreement. See “Proposal One — The Business Combination Proposal.”

Q: Are there any other matters being presented to shareholders at the meeting?

A: In addition to voting on the Business Combination Proposal, the shareholders of Silver Crest will vote on the following proposals:

•

To authorize the First Merger and the Plan of Merger. See the section of this proxy statement/​prospectus titled “Proposal Two — The Merger Proposal.”

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•

To consider and vote upon a proposal to adjourn the extraordinary general meeting 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 extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if Silver Crest Public Shareholders have elected to redeem an amount of Silver Crest Class A Shares such that the minimum available cash condition contained in the Merger Agreement would not be satisfied. See the section of this proxy statement/prospectus titled “Proposal Three — The Adjournment Proposal.”

​

Silver Crest will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: Why is Silver Crest providing shareholders with the opportunity to vote on the Business Combination?

A: Pursuant to the Silver Crest Articles, Silver Crest is required to provide Silver Crest Public Shareholders with an opportunity to have their Public Shares redeemed for cash upon the consummation of its initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Transactions, Silver Crest is providing this opportunity in conjunction with a shareholder vote.

Q: What will happen to Silver Crest’s securities upon consummation of the Business Combination?

A: Silver Crest’s securities, namely the Units (trading symbol “SLCRU”), Silver Crest Class A Shares (trading symbol “SLCR”) and Public Warrants (trading symbol “SLCRW”), are currently listed on Nasdaq.

 

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The Units, Silver Crest Class A Shares and Public Warrants will cease trading upon consummation of the Business Combination. THIL intends to apply for listing of THIL Ordinary Shares on Nasdaq under the proposed symbol “THCH” and THIL Warrants under the proposed symbol “THCHW”, each to be effective upon the consummation of the Business Combination. While trading on Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that THIL Ordinary Shares and THIL Warrants will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors — Risks Related to THIL’s Securities” for more information.

Q: Why is Silver Crest proposing the Business Combination?

A: Silver Crest was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

On January 19, 2021, Silver Crest consummated the Silver Crest IPO of 34,500,000 Units (inclusive of the exercise by the underwriters of the over-allotment in full) at an offering price of $10.00 per Unit, generating total gross proceeds of $345,000,000. Following the closing of the Silver Crest IPO, an amount equal to $345,000,000 from the net proceeds of the sale of the Units in the Silver Crest IPO and the sale of the Private Warrants was placed into a trust account (the “Trust Account”). Since the Silver Crest IPO, Silver Crest’s activity has been limited to the evaluation of business combination candidates.

Silver Crest believes THIL is a company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, Silver Crest believes that the Business Combination will provide Silver Crest shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal One — The Business Combination Proposal — Silver Crest’s Board of Directors’ Reasons for the Business Combination.”

Q: Did Silver Crest’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. Silver Crest’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Silver Crest’s board of directors, its management team and its advisors in valuing THIL and will be assuming the risk that Silver Crest’s board of directors may not have properly valued the business. However, Silver Crest’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Silver Crest’s board of directors conducted significant due diligence on THIL. Based on the foregoing, Silver Crest’s board of directors concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of Silver Crest’s advisors, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its shareholders and that THIL’s fair market value was at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time the Merger Agreement was entered into with respect to the Business Combination. There can be no assurance, however, that Silver Crest’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Silver Crest’s board of directors in approving the Business Combination, see the section entitled “Proposal One — The Business Combination Proposal.”

Q: Do I have redemption rights?

A: If you are a Silver Crest Public Shareholder, you have the right to demand that Silver Crest redeem your Public Shares for a pro rata portion of the cash held in Silver Crest’s Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination in accordance with the Silver Crest Articles. In this proxy statement/prospectus, these rights to demand redemption of the Public Shares are sometimes referred to as “redemption rights.”

Notwithstanding the foregoing, a Silver Crest Public Shareholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3)

 

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of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Silver Crest Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed and converted into cash.

Under the Silver Crest Articles, the Business Combination may not be consummated if Silver Crest has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares.

Q: Will how I vote on the Business Combination affect my ability to exercise my redemption rights?

A: No. A Silver Crest Public Shareholder may exercise redemption rights regardless of whether he, she or it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if he, she or it is a Silver Crest Public Shareholder on the record date. This means that any Silver Crest Public Shareholder holding Public Shares may exercise redemptions rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

Q: How do I exercise my redemption rights?

A: If you are a Silver Crest Public Shareholder and wish to exercise your redemption rights, you must demand that Silver Crest redeem your Public Shares and either tender your share certificates (if any) to Continental Stock Transfer & Trust Company, Silver Crest’s transfer agent, or deliver your Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System, in each case no later than two (2) business days prior to the extraordinary general meeting. If you hold the shares in “street name,” you will have to coordinate with your broker or bank to have your shares certificated and delivered electronically. Any holder that holds Public Shares beneficially through a nominee must identify itself to Silver Crest in connection with any redemption election in order to validly redeem such Public Shares. Any Silver Crest Public Shareholder satisfying the requirements for exercising redemption rights will be entitled to a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $      , or $      per share, as of the record date) calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds in the Trust Account and not previously released to Silver Crest to pay income taxes. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a Silver Crest Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you tender your share certificates (if any) to Silver Crest’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Silver Crest’s transfer agent return your share certificates (physically or electronically). You may make such request by contacting Silver Crest’s transfer agent at the address listed below.

No demand for redemption will be honored unless the holder’s share certificates (if any) or Public Shares have been delivered (either physically or electronically) to the transfer agent in the manner described above no later than two (2) business days prior to the extraordinary general meeting.

Silver Crest’s transfer agent can be contacted at the following address:

1 State Street — 30th Floor

Email: Compliance@continentalstock.com

 

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Q: Can I exercise redemption rights and dissenter rights under the Cayman Companies Law?

A: No. Any Silver Crest Public Shareholder who elects to exercise Dissent Rights (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Business Combination?”) will lose their right to have their Public Shares redeemed in accordance with the Silver Crest Articles. The certainty provided by the redemption process may be preferable for Silver Crest Public Shareholders wishing to exchange their Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Silver Crest and the other parties to the Merger Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law, in which case any Silver Crest Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising one THIL Ordinary Share for each of their Public Shares.

Q: If I am a holder of Silver Crest Warrants, can I exercise redemption rights with respect to my warrants?

A: No. The holders of Silver Crest Warrants have no redemption rights with respect to such securities.

Q: What are the U.S. federal income tax consequences to me if I exercise my redemption rights?

A: A U.S. Holder (as defined below) who exercises its redemption rights will receive cash in exchange for the tendered shares, and either will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “Taxation — Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to Silver Crest Ordinary Shares.”

Q: What are the U.S. federal income tax consequences of the Business Combination to me?

A: It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) with respect to U.S. Holders of the Silver Crest Ordinary Shares and/or Silver Crest Warrants. However, there are significant factual and legal uncertainties as to whether the Business Combination will qualify as a reorganization within the meaning of Section 368(a) of the Code. If any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of Silver Crest Ordinary Shares and/or Silver Crest Warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of THIL Ordinary Shares and/or THIL Warrants, as applicable, received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the corresponding Silver Crest Ordinary Shares and/or Silver Crest Warrants surrendered by such U.S. Holder in the Business Combination. Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “Taxation — Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Application of the PFIC Rules to the Business Combination.”

U.S. Holders of Silver Crest Ordinary Shares and/or Silver Crest Warrants should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the application of the PFIC rules to their specific situation in connection with the Business Combination.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: Holders of record of Silver Crest Ordinary Shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law. Holders of record of Silver Crest Ordinary Shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair market value for his, her or its Silver Crest Ordinary Shares must give written notice to Silver Crest prior to the shareholder vote to approve the First Merger and follow the procedures set out in Section 238 of the Cayman

 

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Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. Silver Crest believes that such fair market value would equal the amount that Silver Crest shareholders would obtain if they exercised their redemption rights as described herein. A Silver Crest shareholder which elects to exercise appraisal rights must do so in respect of all of the Silver Crest Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Silver Crest Shareholders — Appraisal Rights under the Cayman Companies Law.”

Silver Crest shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A: The net proceeds of the Silver Crest IPO, together with a portion of the proceeds from the sale of the Private Warrants in a private placement to the Sponsor, equal in the aggregate to $345,000,000, was placed in the Trust Account immediately following the Silver Crest IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Silver Crest Public Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $12 million to the underwriter of the Silver Crest IPO as deferred underwriting commissions). Any remaining cash will be used for THIL’s working capital and general corporate purposes.

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

A: Silver Crest Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Silver Crest Public Shareholders are substantially reduced as a result of redemptions by Silver Crest Public Shareholders. However, the Business Combination will not be consummated if, either immediately prior to or upon consummation of the Business Combination, Silver Crest would have net tangible assets of less than $5,000,001 after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares or Silver Crest would not satisfy the minimum available cash condition contained in the Merger Agreement. To the extent that there are fewer public shares and public shareholders, the trading market for THIL Ordinary Shares may be less liquid than the market was for Silver Crest Class A Shares prior to the Transactions, and THIL may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to THIL to be used in its business following the consummation of the Business Combination.

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

A: If Silver Crest does not complete the Business Combination with THIL for whatever reason, Silver Crest would search for another target business with which to complete a business combination. If Silver Crest does not complete the Business Combination with THIL or another business combination by January 19, 2023 (or such later date as may be approved by Silver Crest’s shareholders in an amendment to the Silver Crest Articles), Silver Crest must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares and, following such redemption, Silver Crest will liquidate and dissolve. The Sponsor and Silver Crest’s officers

 

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and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless.

Q: How do the Sponsor and the officers and directors of Silver Crest intend to vote on the proposals?

The Sponsor, as well as Silver Crest’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 20% of the outstanding Silver Crest Ordinary Shares. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. In addition to the Silver Crest Ordinary Shares held by the Sponsor and Silver Crest’s officers and directors, Silver Crest would need 12,937,501 Silver Crest Class A Shares, or approximately 37.5%, of the 34,500,000 Public Shares to be voted in favor of the Business Combination Proposal and 20,125,000 Silver Crest Class A Shares, or approximately 58.3%, of the 34,500,000 Public Shares to be voted in favor of the Merger Proposal in order for them to be approved (assuming all outstanding shares are voted on each proposal). The Sponsor and officers and directors of Silver Crest have agreed, prior to Silver Crest IPO, to waive their redemption rights.

Q: Can the Sponsor and officers and directors of Silver Crest redeem their Founder Shares in connection with consummation of the Business Combination?

A: No. The Sponsor and Silver Crest’s officers and directors have agreed to waive, for no consideration and for the sole purpose of facilitating the Business Combination, their redemption rights with respect to their Founder Shares in connection with the consummation of the Business Combination.

Q: What interests do the Sponsor and the current officers and directors of Silver Crest have in the Business Combination?

A: In considering the recommendation of Silver Crest’s board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Silver Crest’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Silver Crest’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

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If the Business Combination with THIL or another business combination is not consummated by January 19, 2023 (or such later date as may be approved by Silver Crest’s shareholders in an amendment to the Silver Crest Articles), Silver Crest 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 Silver Crest’s board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the Silver Crest IPO, are expected to be worthless because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares. On the other hand, if the Business Combination is consummated, each outstanding Silver Crest Ordinary Share will be converted into one THIL Ordinary Share, subject to adjustment described herein.

​

•

If Silver Crest is unable to complete a business combination within the required time period, 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 target businesses or claims of vendors or other entities that are owed money by Silver Crest for services rendered to, or contracted for or for products sold to Silver Crest. If Silver Crest consummates a business combination, on the other hand, Silver Crest will be liable for all such claims.

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•

The Sponsor acquired the Founder Shares, which will be converted into THIL Ordinary Shares in connection with the Business Combination, for an aggregate purchase price of $25,000 prior to the

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Silver Crest IPO. Based on the average of the high ($9.87) and low ($9.81) prices for Silver Crest Class A Shares on Nasdaq on December 1, 2021, the value of the Founder Shares would be $84,870,000.

•

The Sponsor acquired the Private Warrants, which will be converted into THIL Warrants in connection with the Business Combination, for an aggregate purchase price of $8.9 million in the Silver Crest IPO. Based on the average of the high ($0.74) and low ($0.67) prices for the Public Warrants on Nasdaq on December 1, 2021, the value of the total outstanding Private Warrants would be $6,274,500.

​

•

As a result of the prices at which the Sponsor acquired the Founder Shares and the Private Warrants, and their current value, the Sponsor could make a substantial profit after the completion of the Business Combination even if Silver Crest Public Shareholders lose money on their investments as a result of a decrease in the post-combination value of their Public Shares.

​

•

The Sponsor and Silver Crest’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Silver Crest’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Silver Crest fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Silver Crest may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by January 19, 2023 (or such later date as may be approved by Silver Crest’s shareholders in an amendment to the Silver Crest Articles). As of the record date, the Sponsor and Silver Crest’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses.

​

•

If Silver Crest is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds would be approximately $     million, reflecting the market value of Founder Shares, the market value of Private Warrants and out-of-pocket unpaid reimbursable expenses.

​

•

Silver Crest has provisions in the Silver Crest Articles waiving the corporate opportunities doctrine, which means that Silver Crest’s officers and directors are not obligated to bring all corporate opportunities to Silver Crest.

​

•

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

​

•

Silver Crest’s Sponsor, affiliates of the Sponsor, officers and directors may make loans from time to time to Silver Crest to fund certain capital requirements. On September 28, 2020, the Sponsor agreed to loan Silver Crest an aggregate of up to $300,000 to cover expenses related to the Silver Crest IPO pursuant to a promissory note that was repaid in full on January 22, 2021. Additional loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, any outstanding loans will not be repaid and will be forgiven except to the extent there are funds available to Silver Crest outside of the Trust Account.

​

•

Silver Crest entered into an agreement, commencing January 13, 2021 through the earlier of the consummation of a business combination or its liquidation, to pay the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial and administrative services.

​

•

[•], currently the [•] of Silver Crest, will be a member of the board of directors of THIL following the closing of the Business Combination and, therefore, in the future [•] will receive cash fees, share options or share-based awards that the board of directors of THIL determines to pay to its non-executive directors.

​

Q: What equity stake will current THIL shareholders and current Silver Crest shareholders hold in the combined company immediately after the completion of the Business Combination, and what effect will potential sources of dilution have on the same?

A: The following table presents the anticipated share ownership of various holders of THIL Ordinary Shares after the completion of the Business Combination, based on the assumption that no additional equity

 

xiv

 

securities of THIL will be issued at or prior to Closing, including to any PIPE investors, and the following redemption scenarios:

•

Assuming No Redemptions:   This presentation assumes that no Silver Crest Public Shareholder exercises redemption rights with respect to their Public Shares.

​

•

Assuming 50% Redemptions:   This presentation assumes that Silver Crest Public Shareholders holding 15,252,908 Public Shares will exercise their redemption rights for approximately $152.5 million of the $345 million of funds in the Trust Account.

​

•

Assuming Maximum Redemptions:   This presentation assumes that Silver Crest Public Shareholders holding 30,505,816 Public Shares will exercise their redemption rights for approximately $305 million of the $345 million of funds in the Trust Account.

​

(1)

Silver Crest’s obligations under the Merger Agreement are subject to certain customary closing conditions. Furthermore, Silver Crest will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)).

​

(2)

Excluding THIL Ordinary Shares subject to earn-out provisions, THIL Ordinary Shares underlying the Public Warrants and THIL Ordinary Shares underlying the Private Warrants.

​

(3)

Excluding the Sponsor.

​

(4)

Including 1.4 million THIL Ordinary Shares subject to earn-in provisions that, after the completion of the Business Combination, will be subject to forfeiture relating to the occurrence of future events. See “Unaudited Pro Forma Condensed Combined Financial Information — Description of the Transactions — Earn-in.”

​

(5)

Excluding 9,432,822 shares underlying THIL’s granted share options and restricted share units.

​

(6)

Pangaea Two Acquisition Holdings XXIIB Limited, an existing shareholder of THIL that is controlled by Peter Yu, THIL’s chairman and the Managing Partner of Cartesian Capital Group, LLC, is anticipated to own over 50% of the outstanding THIL Ordinary Shares and voting power of the combined company assuming maximum redemption by Silver Crest Public Shareholders and excluding shares reserved for THIL’s granted share options and restricted share units subject to vesting. See “Risk Factors — Risks Related to the Business Combination — Pangaea Two Acquisition Holdings XXIIB Limited, an existing shareholder of THIL, will have over 50% equity interest and voting power in the combined company, and THIL may qualify as a “controlled company” within the meaning of Nasdaq corporate governance rules after the Closing, which could exempt THIL from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies.”

​

(7)

In each of the No Redemptions, 50% Redemptions and Maximum Redemptions scenarios, the per share value owned by non redeeming shareholders will be $10.00 per share at Closing.

​

However, if the actual facts are different than the assumptions laid out above, the anticipated share ownership of various holders of THIL Ordinary Shares after the completion of the Business Combination will be different. THIL shareholders would experience dilution to the extent THIL issues additional shares after Closing, including to any PIPE investors. In addition, the table above excludes certain potential sources of dilution, namely, 9,432,822 shares underlying THIL’s granted share options and restricted share units, THIL Ordinary Shares subject to earn-out provisions, THIL Ordinary Shares underlying the Public Warrants and THIL Ordinary Shares underlying the Private Warrants. The following table presents the anticipated share ownership of various holders of THIL Ordinary Shares after the completion of the

 

xv

 

Business Combination assuming the issuance of all such shares, assuming that no additional equity securities of THIL will be issued at or prior to Closing, including to any PIPE investors:

(1)

After the completion of the Business Combination, existing THIL shareholders prior to the completion of the Business Combination will receive the right to receive, in the aggregate, 14,000,000 additional THIL Ordinary Shares, contingent upon the occurrence of future events. See “Unaudited Pro Forma Condensed Combined Financial Information — Description of the Transactions — Earn-out.”

​

(2)

The Public Warrants are redeemable warrants issued in the Silver Crest IPO, each entitling its holder to purchase one Silver Crest Class A Share at an exercise price of $11.50 per share, subject to adjustment. In connection with the Business Combination, such warrants will be automatically and irrevocably assumed by THIL and converted into a corresponding warrant exercisable for THIL Ordinary Shares. Based on the average of the high ($0.74) and low ($0.67) prices for the PublicWarrants on Nasdaq on December 1, 2021, the value of the total outstanding Public Warrants would be $12,161,250.

​

(3)

The Private Warrants are warrants sold to Sponsor in the private placement consummated concurrently with the Silver Crest IPO, each entitling its holder to purchase one Silver Crest Class A Share at an exercise price of $11.50 per share, subject to adjustment. In connection with the Business Combination, such warrants will be automatically and irrevocably assumed by THIL and converted into a corresponding warrant exercisable for THIL Ordinary Shares. Based on the average of the high ($0.74) and low ($0.67) prices for the Public Warrants on Nasdaq on December 1, 2021, the value of the total outstanding Private Warrants would be $6,274,500.

​

(4)

In each of the No Redemptions, 50% Redemptions and Maximum Redemptions scenarios, the per share value owned by nonredeeming shareholders will be $10.00 per share at Closing.

​

This information should be read together with the pro forma combined financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q: What is the effective underwriting fee that will be received by the underwriter for the Silver Crest IPO?

A: Irrespective of the amount of redemptions by Silver Crest Public Shareholders, THIL will pay the underwriter for the Silver Crest IPO $12,075,000 (RMB 77,963,445) of deferred underwriting commissions

 

xvi

 

upon consummation of the Business Combination). Although this amount of deferred underwriting commissions is fixed, the level of redemptions will impact the effective underwriting fee incurred in connection with the Silver Crest IPO:

•

Assuming No Redemptions:   The underwriter for the Silver Crest IPO will receive deferred commissions of $0.060 per THIL Ordinary Share outstanding at Closing. Based on the approximately $345 million in the trust account as of September 30, 2021, the approximately $12,075,000 of deferred underwriting commissions would represent an effective underwriting fee of approximately 3.5%.

​

•

Assuming 50% Redemptions:   The underwriter for the Silver Crest IPO will receive deferred commissions of $0.064 per THIL Ordinary Share outstanding at Closing. Assuming that Silver Crest Public Shareholders holding 15,252,908 Public Shares will exercise their redemption rights for approximately $152.5 million of the $345 million of funds in the Trust Account, the funds remaining in the Trust Account following such redemption would be approximately $192.5 million and the effective underwriting fee would be approximately 6.27%.

​

•

Assuming Maximum Redemptions:   The underwriter for the Silver Crest IPO will receive deferred commissions of $0.070 per THIL Ordinary Share outstanding at Closing. Assuming that Silver Crest Public Shareholders holding 30,505,816 Public Shares will exercise their redemption rights for approximately $305 million of the $345 million of funds in the Trust Account, the funds remaining in the trust account following such redemption would be approximately $40 million and the effective underwriting fee would be approximately 30.19%.

​

Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Silver Crest extraordinary general meeting, which is set for                 , 2021; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Merger Agreement and Ancillary Documents — Conditions to Closing.”

Q: What do I need to do now?

A: Silver Crest urges you to carefully read 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 shareholder of Silver Crest. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: When and where will the extraordinary general meeting take place?

A: The extraordinary general meeting will be held on                 , 2021, at                 a.m., Eastern Time, at                 and virtually over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://​                 and following the instructions set forth below. In order to maintain the interactive nature of the extraordinary general meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

•

vote via the web portal during the extraordinary general meeting webcast; and

​

•

submit questions to the chairman during the extraordinary general meeting.

​

Shareholders who have registered for the meeting and entered a valid control number may submit questions to the chairman during the meeting through the extraordinary general meeting webcast by typing in the “Submit a question” box.

A separate conference line to allow participants to communicate with each other during the extraordinary general meeting will also be made available.

 

xvii

 

Q: How do I attend the extraordinary general meeting?

A: Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Silver Crest’s shareholders, you are encouraged to attend the extraordinary general meeting virtually. To register for and attend the extraordinary general meeting virtually, please follow these instructions as applicable to the nature of your ownership of Silver Crest Ordinary Shares:

•

Shares Held of Record.   If you are a record holder, and you wish to attend the virtual extraordinary general meeting, go to https://​                 , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the extraordinary general meeting, you will need to log back into the meeting site using your control number.

​

•

Shares Held in Street Name.   If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the virtual extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street” name holders should contact Continental Stock Transfer on or before                 , 2021.

​

Shareholders will also have the option to listen to the extraordinary general meeting by telephone by calling:

•

Within the U.S. and Canada: (                 )                 (toll-free)

​

•

Outside of the U.S. and Canada: (                 )                 (standard rates apply)

​

The passcode for telephone access:                 #. You will not be able to vote or submit questions unless you register for and log in to the extraordinary general meeting webcast as described above.

Q: How do I vote?

A: If you are a holder of record of Silver Crest Ordinary Shares at the close of business on the record date, you may vote by virtually attending the extraordinary general meeting and submitting a ballot through the web portal during the extraordinary general meeting webcast or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope so that it is received no later than 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual extraordinary general meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

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

A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

 

xviii

 

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

A: Yes. Shareholders of record may send a later-dated, signed proxy card to Silver Crest’s transfer agent at the address set forth below so that it is received no later than 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) or virtually attend the extraordinary general meeting and submit a ballot through the web portal during the extraordinary general meeting webcast. Shareholders of record also may revoke their proxy by sending a notice of revocation to Silver Crest’s transfer agent, which must be received prior to the vote at the extraordinary general meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the extraordinary general meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q: What constitutes a quorum for the extraordinary general meeting?

A: A quorum is the minimum number of Silver Crest Ordinary Shares that must be present to hold a valid meeting. A quorum will be present at the Silver Crest extraordinary general meeting if one or more shareholders holding a majority of the issued and outstanding Silver Crest Ordinary Shares entitled to vote at the meeting are represented at the virtual extraordinary general meeting in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Silver Crest Class A Shares and Silver Crest Class B Shares are entitled to vote together as a single class on all matters to be considered at the extraordinary general meeting. Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll vote. Shareholders will have one vote for each Silver Crest Ordinary Share owned at the close of business on the record date.

Q: What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

•

Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Silver Crest Articles, being the affirmative vote of shareholders holding a majority of the Silver Crest Ordinary Shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. The Transactions will not be consummated if Silver Crest has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

​

•

Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Silver Crest Articles, being the affirmative vote of shareholders holding at least two thirds of the Silver Crest Ordinary Shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which quorum is present.

​

•

Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Silver Crest Articles, being the affirmative vote of shareholders holding a majority of the Silver Crest Ordinary Shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

​

Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q: What happens if I fail to take any action with respect to the extraordinary general meeting?

A: If you fail to take any action with respect to the extraordinary general meeting and fail to redeem your Public Shares following the procedure described in this proxy statement/prospectus and the Business Combination is approved by the Silver Crest shareholders and consummated, you will become a shareholder of THIL.

 

xix

 

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will continue to be a shareholder of Silver Crest, as applicable, and Silver Crest will continue to search for another target business with which to complete an initial business combination. If Silver Crest does not complete an initial business combination by January 19, 2023 (or such later date as may be approved by Silver Crest’s shareholders in an amendment to the Silver Crest Articles), Silver Crest must cease all operations except for the purpose of winding up, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of Silver Crest’s remaining shareholders and its board of directors, dissolve and liquidate.

Q: What should I do with my share certificates?

A: Shareholders who do not elect to have their Silver Crest Ordinary Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Silver Crest’s transfer agent regarding what to do with their certificates.

Silver Crest Public Shareholders who elect to exercise their redemption rights must either tender their share certificates (if any) to Silver Crest’s transfer agent or deliver their Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case no later than two (2) business days prior to the extraordinary general meeting as described above.

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

A: Shareholders 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 a vote with respect to all of your Silver Crest Ordinary Shares.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitor at        .

Tel:

Attn:

Email:

You may also obtain additional information about Silver Crest from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a Silver Crest Public Shareholder and you intend to seek redemption of your shares, you will need to either tender your share certificates (if any) to Silver Crest’s transfer agent at the address below or deliver your Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case at least two (2) business days prior to the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your share certificates and redemption request, please contact:

Continental Stock Transfer & Trust Company

1 State Street — 30th Floor

New York, New York 10004 Attn: Compliance Department

Email: Compliance@continentalstock.com

 

xx

 

​

1

 

2

 

3

 

4

 

5

 

6

 

7

 

​

​

​

Assuming No Redemptions

​

​

Assuming 50% Redemptions

​

​

Assuming Maximum Redemptions(1)

​

​

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

THIL Ordinary Shares:(2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Existing Silver Crest shareholders(3)

​

​

​

​

34,500,000

​

​

​

​

​

17.04%

​

​

​

​

​

19,247,092

​

​

​

​

​

10.28%

​

​

​

​

​

3,994,184

​

​

​

​

​

2.32%

​

​

The Sponsor(4)

​

​

​

​

8,625,000

​

​

​

​

​

4.26%

​

​

​

​

​

8,625,000

​

​

​

​

​

4.61%

​

​

​

​

​

8,625,000

​

​

​

​

​

5.01%

​

​

Existing THIL shareholders(5)(6)

​

​

​

​

159,367,178

​

​

​

​

​

78.70%

​

​

​

​

​

159,367,178

​

​

​

​

​

85.11%

​

​

​

​

​

159,367,178

​

​

​

​

​

92.67%

​

​

Total THIL Ordinary Shares outstanding at Closing

​

​

​

​

202,492,178

​

​

​

​

​

100.00%

​

​

​

​

​

187,239,270

​

​

​

​

​

100.00%

​

​

​

​

​

171,986,362

​

​

​

​

​

100.00%

​

​

Per Share Value of THIL Ordinary Shares outstanding at Closing(7)​

​

​

​

​

10.00

​

​

​

​

​

​

​

​

​

​

​

10.00

​

​

​

​

​

​

​

​

​

​

​

10.00

​

​

​

​

​

​

​

​

​

8

 

​

​

​

Assuming No Redemptions

​

​

Assuming 50% Redemptions

​

​

Assuming Maximum Redemptions(1)

​

​

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

Total THIL Ordinary Shares outstanding at Closing

​

​

​

​

202,492,178

​

​

​

​

​

80.33%

​

​

​

​

​

187,239,270

​

​

​

​

​

79.06%

​

​

​

​

​

171,986,362

​

​

​

​

​

77.62%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shares underlying granted option shares and restricted shares

​

​

​

​

9,432,822

​

​

​

​

​

3.74%

​

​

​

​

​

9,432,822

​

​

​

​

​

3.99%

​

​

​

​

​

9,432,822

​

​

​

​

​

4.26%

​

​

Earn-out shares(1)

​

​

​

​

14,000,000

​

​

​

​

​

5.56%

​

​

​

​

​

14,000,000

​

​

​

​

​

5.91%

​

​

​

​

​

14,000,000

​

​

​

​

​

6.32%

​

​

Shares underlying Public Warrants(2)

​

​

​

​

17,250,000

​

​

​

​

​

6.84%

​

​

​

​

​

17,250,000

​

​

​

​

​

7.28%

​

​

​

​

​

17,250,000

​

​

​

​

​

7.79%

​

​

Shares underlying Private Warrants(3)

​

​

​

​

8,900,000

​

​

​

​

​

3.53%

​

​

​

​

​

8,900,000

​

​

​

​

​

3.76%

​

​

​

​

​

8,900,000

​

​

​

​

​

4.01%

​

​

Total THIL Ordinary Shares outstanding at Closing (including earn-out shares and shares underlying warrants)

​

​

​

​

252,075,000

​

​

​

​

​

100.00%

​

​

​

​

​

236,822,092

​

​

​

​

​

100.00%

​

​

​

​

​

221,569,184

​

​

​

​

​

100.00%

​

​

Per Share Value of THIL Ordinary Shares outstanding at Closing (including earn-out shares and shares underlying warrants)(4)

​

​

​

​

10.00

​

​

​

​

​

​

​

​

​

​

​

10.00

​

​

​

​

​

​

​

​

​

​

​

10.00

​

​

​

​

​

​

​

​

9

 

10

 

​

11

 

12

 

13

 

​

14

 

​

15

 

​

16

 

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2019

​

​

2020

​

​

2020

​

​

2021

​

​

​

​

(in thousands except per share data)

​

​

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

RMB

​

​

US$

​

Total revenues

​

​

​

​

57,257

​

​

​

​

​

212,085

​

​

​

​

​

32,848

​

​

​

​

​

61,027

​

​

​

​

​

237,266

​

​

​

​

​

36,748

​

​

Company owned and operated store costs and expenses

​

​

​

​

76,614

​

​

​

​

​

243,731

​

​

​

​

​

37,749

​

​

​

​

​

70,827

​

​

​

​

​

273,426

​

​

​

​

​

42,348

​

​

Costs of other revenues

​

​

​

​

7,842

​

​

​

​

​

5,208

​

​

​

​

​

807

​

​

​

​

​

2,623

​

​

​

​

​

4,642

​

​

​

​

​

720

​

​

Marketing expenses

​

​

​

​

8,020

​

​

​

​

​

16,986

​

​

​

​

​

2,631

​

​

​

​

​

3,916

​

​

​

​

​

15,213

​

​

​

​

​

2,356

​

​

General and administrative expenses

​

​

​

​

51,067

​

​

​

​

​

79,366

​

​

​

​

​

12,292

​

​

​

​

​

34,214

​

​

​

​

​

67,040

​

​

​

​

​

10,383

​

​

Franchise and royalty expenses

​

​

​

​

4,727

​

​

​

​

​

8,592

​

​

​

​

​

1,331

​

​

​

​

​

3,277

​

​

​

​

​

8,330

​

​

​

​

​

1,290

​

​

Other operating costs and expenses

​

​

​

​

439

​

​

​

​

​

2,713

​

​

​

​

​

420

​

​

​

​

​

2,022

​

​

​

​

​

66

​

​

​

​

​

10

​

​

Loss on disposal of property and equipment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

741

​

​

​

​

​

115

​

​

Other income

​

​

​

​

(196)

​

​

​

​

​

(3,339)

​

​

​

​

​

(517)

​

​

​

​

​

(302)

​

​

​

​

​

(38)

​

​

​

​

​

(6)

​

​

Total costs and expenses, net

​

​

​

​

148,513

​

​

​

​

​

353,257

​

​

​

​

​

54,713

​

​

​

​

​

116,577

​

​

​

​

​

369,420

​

​

​

​

​

57,216

​

​

Operating loss

​

​

​

​

(91,256)

​

​

​

​

​

(141,172)

​

​

​

​

​

(21,865)

​

​

​

​

​

(55,550)

​

​

​

​

​

(132,154)

​

​

​

​

​

(20,468)

​

​

Interest income

​

​

​

​

2,272

​

​

​

​

​

511

​

​

​

​

​

79

​

​

​

​

​

384

​

​

​

​

​

266

​

​

​

​

​

41

​

​

Foreign currency transaction gain / (loss)

​

​

​

​

1,156

​

​

​

​

​

(2,399)

​

​

​

​

​

(372)

​

​

​

​

​

764

​

​

​

​

​

(941)

​

​

​

​

​

(146)

​

​

Loss before income taxes

​

​

​

​

(87,828)

​

​

​

​

​

(143,060)

​

​

​

​

​

(22,158)

​

​

​

​

​

(54,402)

​

​

​

​

​

(132,829)

​

​

​

​

​

(20,573)

​

​

Income tax expenses

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net loss

​

​

​

​

(87,828)

​

​

​

​

​

(143,060)

​

​

​

​

​

(22,158)

​

​

​

​

​

(54,402)

​

​

​

​

​

(132,829)

​

​

​

​

​

(20,573)

​

​

Less: Net Loss attributable to non-controlling interests

​

​

​

​

(174)

​

​

​

​

​

(1,060)

​

​

​

​

​

(164)

​

​

​

​

​

(735)

​

​

​

​

​

(447)

​

​

​

​

​

(69)

​

​

Net Loss attributable to shareholders of THIL

​

​

​

​

(87,654)

​

​

​

​

​

(142,000)

​

​

​

​

​

(21,994)

​

​

​

​

​

(53,667)

​

​

​

​

​

(132,382)

​

​

​

​

​

(20,504)

​

​

Basic and diluted loss per ordinary share

​

​

​

​

(877)

​

​

​

​

​

(1,416)

​

​

​

​

​

(219)

​

​

​

​

​

(537)

​

​

​

​

​

(1,183)

​

​

​

​

​

(183)

​

​

17

 

​

​

​

As of December 31,

​

​

As of June 30,

​

​

2019

​

​

2020

​

​

2021

​

​

(in thousands)

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

US$

​

Total current assets

​

​

​

​

289,075

​

​

​

​

​

250,893

​

​

​

​

​

38,858

​

​

​

​

​

343,412

​

​

​

​

​

53,188

​

​

Total non-current assets

​

​

​

​

154,921

​

​

​

​

​

329,467

​

​

​

​

​

51,028

​

​

​

​

​

442,522

​

​

​

​

​

68,538

​

​

Total assets

​

​

​

​

443,996

​

​

​

​

​

580,360

​

​

​

​

​

89,886

​

​

​

​

​

785,934

​

​

​

​

​

121,726

​

​

Total current liabilities

​

​

​

​

65,521

​

​

​

​

​

128,244

​

​

​

​

​

19,862

​

​

​

​

​

163,724

​

​

​

​

​

25,358

​

​

Total non-current liabilities

​

​

​

​

5,883

​

​

​

​

​

19,064

​

​

​

​

​

2,953

​

​

​

​

​

31,678

​

​

​

​

​

4,906

​

​

Total liabilities

​

​

​

​

71,404

​

​

​

​

​

147,308

​

​

​

​

​

22,815

​

​

​

​

​

195,402

​

​

​

​

​

30,264

​

​

Total shareholders’ equity

​

​

​

​

372,592

​

​

​

​

​

433,052

​

​

​

​

​

67,071

​

​

​

​

​

590,532

​

​

​

​

​

91,462

​

​

Total liabilities and shareholders’ equity

​

​

​

​

443,996

​

​

​

​

​

580,360

​

​

​

​

​

89,886

​

​

​

​

​

785,934

​

​

​

​

​

121,726

​

​

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2019

​

​

2020

​

​

2020

​

​

2021

​

​

​

​

(in thousands)

​

​

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

RMB

​

​

US$

​

Net cash used in operating activities

​

​

​

​

(77,121)

​

​

​

​

​

(145,773)

​

​

​

​

​

(22,577)

​

​

​

​

​

(77,886)

​

​

​

​

​

(114,727)

​

​

​

​

​

(17,769)

​

​

Net cash used in investing activities

​

​

​

​

(56,095)

​

​

​

​

​

(144,747)

​

​

​

​

​

(22,418)

​

​

​

​

​

(31,580)

​

​

​

​

​

(121,236)

​

​

​

​

​

(18,777)

​

​

Net cash provided by financing activities

​

​

​

​

212,802

​

​

​

​

​

221,125

​

​

​

​

​

34,248

​

​

​

​

​

212,756

​

​

​

​

​

287,470

​

​

​

​

​

44,523

​

​

Effect of foreign currency exchange rate changes on cash

​

​

​

​

4,730

​

​

​

​

​

(16,173)

​

​

​

​

​

(2,505)

​

​

​

​

​

2,435

​

​

​

​

​

(1,379)

​

​

​

​

​

(214)

​

​

Net increase/ (decrease) in cash

​

​

​

​

84,316

​

​

​

​

​

(85,568)

​

​

​

​

​

(13,252)

​

​

​

​

​

105,725

​

​

​

​

​

50,128

​

​

​

​

​

7,763

​

​

Cash at beginning of year/period

​

​

​

​

176,126

​

​

​

​

​

260,442

​

​

​

​

​

40,337

​

​

​

​

​

260,442

​

​

​

​

​

174,874

​

​

​

​

​

27,085

​

​

Cash at end of year/period

​

​

​

​

260,442

​

​

​

​

​

174,874

​

​

​

​

​

27,085

​

​

​

​

​

366,167

​

​

​

​

​

225,002

​

​

​

​

​

34,848

​

​

18

 

​

​

​

Year ended December 31, 2020

​

​

Six months ended June 30, 2021

​

​

​

​

(in thousands)

​

​

​

RMB

​

​

US$

​

​

RMB

​

​

US$

​

Revenues – company owned and operated stores

​

​

​

​

206,036

​

​

​

​

​

31,911

​

​

​

​

​

229,870

​

​

​

​

​

35,602

​

​

Food and packaging costs – company owned and operated stores

​

​

​

​

(74,402)

​

​

​

​

​

(11,523)

​

​

​

​

​

(76,575)

​

​

​

​

​

(11,860)

​

​

Gross profit – company owned and operated stores

​

​

​

​

131,634

​

​

​

​

​

20,388

​

​

​

​

​

153,295

​

​

​

​

​

23,742

​

​

Payroll and employee benefits(1)

​

​

​

​

(50,314)

​

​

​

​

​

(7,793)

​

​

​

​

​

(67,897)

​

​

​

​

​

(10,516)

​

​

Occupancy and other operating expenses(2)

​

​

​

​

(119,015)

​

​

​

​

​

(18,433)

​

​

​

​

​

(128,954)

​

​

​

​

​

(19,972)

​

​

Franchise and royalty expenses(3)

​

​

​

​

(8,592)

​

​

​

​

​

(1,331)

​

​

​

​

​

(8,330)

​

​

​

​

​

(1,290)

​

​

Depreciation and amortization(4)

​

​

​

​

27,838

​

​

​

​

​

4,312

​

​

​

​

​

26,670

​

​

​

​

​

4,131

​

​

Store level marketing expenses(5)

​

​

​

​

(8,242)

​

​

​

​

​

(1,277)

​

​

​

​

​

(9,196)

​

​

​

​

​

(1,424)

​

​

Pre-opening costs and expenses(6)

​

​

​

​

19,850

​

​

​

​

​

3,074

​

​

​

​

​

22,800

​

​

​

​

​

3,531

​

​

Non cash rental adjustment(7)

​

​

​

​

12,118

​

​

​

​

​

1,877

​

​

​

​

​

10,398

​

​

​

​

​

1,610

​

​

Input VAT Refund(8)

​

​

​

​

2,716

​

​

​

​

​

421

​

​

​

​

​

5,245

​

​

​

​

​

812

​

​

Adjusted Store Contribution

​

​

​

​

7,993

​

​

​

​

​

1,238

​

​

​

​

​

4,031

​

​

​

​

​

624

​

​

Deferred revenue related to customer loyalty program(9)

​

​

​

​

2,152

​

​

​

​

​

333

​

​

​

​

​

781

​

​

​

​

​

121

​

​

Adjusted Store EBITDA

​

​

​

​

10,145

​

​

​

​

​

1,571

​

​

​

​

​

4,812

​

​

​

​

​

745

​

​

​

19

 

Income Statement Data:

​

​

Nine Months Ended September 30, 2021

​

​

Year Ended December 31, 2020

​

Revenue

​

​

​

$

—

​

​

​

​

$

—

​

​

Loss from operations

​

​

​

​

(5,367,078)

​

​

​

​

​

(5,000)

​

​

Interest income on marketable securities

​

​

​

​

108,792

​

​

​

​

​

—

​

​

Provision for income taxes

​

​

​

​

—

​

​

​

​

​

—

​

​

Change in fair value of warrant liability

​

​

​

​

4,445,500

​

​

​

​

​

—

​

​

Net loss

​

​

​

​

(812,734)

​

​

​

​

​

(5,000)

​

​

Basic and diluted net income per share, Class A ordinary shares

​

​

​

​

(0.02)

​

​

​

​

​

—

​

​

Weighted average shares outstanding, Class A ordinary shares

​

​

​

​

31,981,752

​

​

​

​

​

—

​

​

Basic and diluted net loss per share, Class B ordinary shares

​

​

​

​

(0.02)

​

​

​

​

​

0.00

​

​

Weighted average shares outstanding, Class  B ordinary shares

​

​

​

​

8,542,883

​

​

​

​

​

7,500,000(1)

​

​

Balance Sheet Data:

​

​

September 30, 2021

​

​

December 31, 2020

​

Working capital

​

​

​

$

(3,062,540)

​

​

​

​

$

(229,671)

​

​

Trust account

​

​

​

​

345,108,792

​

​

​

​

​

—

​

​

Total assets

​

​

​

​

345,873,644

​

​

​

​

​

249,671

​

​

Total Liabilities

​

​

​

​

33,161,392

​

​

​

​

​

229,671

​

​

Value of Class A ordinary shares subject to redemption

​

​

​

​

345,000,000

​

​

​

​

​

—

​

​

Total Shareholders’ (Deficit) Equity

​

​

​

​

(32,287,748)

​

​

​

​

​

20,000

​

​

​

20

 

​

​

​

Year Ended December 31, 2020 RMB

​

​

​

​

THIL

​

​

Silver Crest

​

​

Pro Forma Combined Assuming No Redemptions

​

​

Pro Forma Combined Assuming Maximum Redemptions

​

Basic and diluted loss per ordinary share

​

​

​

​

(1,416.10)

​

​

​

​

​

(0.00)

​

​

​

​

​

(0.77)

​

​

​

​

​

(0.91)

​

​

Weighted average number of ordinary shares

​

​

​

​

100,275

​

​

​

​

​

7,500,000

​

​

​

​

​

201,547,413

​

​

​

​

​

170,776,948

​

​

​

​

​

Six Months Ended June 30, 2021 RMB

​

​

​

​

THIL

​

​

Silver Crest

​

​

Pro Forma Combined Assuming No Redemptions

​

​

Pro Forma Combined Assuming Maximum Redemptions

​

Basic and diluted loss per ordinary share

​

​

​

​

(1,183.38)

​

​

​

​

​

—

​

​

​

​

​

(0.78)

​

​

​

​

​

(0.92)

​

​

Weighted average number of ordinary shares

​

​

​

​

111,868

​

​

​

​

​

—

​

​

​

​

​

202,002,649

​

​

​

​

​

171,496,833

​

​

Basic and diluted loss per Silver Crest

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A ordinary shares

​

​

​

​

​

​

​

​

​

​

(0.52)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class B ordinary shares

​

​

​

​

​

​

​

​

​

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(0.52)

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Weighted average number of Silver Crest

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Class A ordinary shares

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34,500,000

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Class B ordinary shares

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7,500,000

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