SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

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

Parties to the Business Combination

Sizzle

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

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

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

Sponsor

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

Pubco

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

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

EUR

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

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

The Company (European Lithium AT (Investments) Limited)

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

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

Merger Sub

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

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

The Business Combination and the Merger Agreement

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

Merger Consideration

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

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

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

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

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

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

Conditions to Consummation of the Business Combination

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

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

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

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

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

•        The Sponsor Support Agreement being in full force and effect;

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

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

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

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

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

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

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

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

Termination

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On November 17, 2023, the parties to the Merger Agreement entered into that certain Third Amendment to the Merger Agreement (the “Third Amendment”), pursuant to which the Merger Agreement was amended to clarify that if the transactions contemplated by the Merger Agreement are completed, reimbursement for transaction expenses as provided in the Prior Amendments may be in the form of cash, securities or other properties, and if EUR pays any Company Transaction Expenses or SPAC Transaction Expenses (in each case as defined in the Merger Agreement) in the form of Pubco Shares, Pubco shall, as promptly as reasonably practicable after the Closing, issue the same number of Pubco Shares to EUR. The Third Amendment also clarifies certain recitals in the Merger Agreement. A copy of the Third Amendment is attached to this proxy statement/prospectus in Annex A to this proxy statement/prospectus and is incorporated herein by reference.

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

Sponsor Support Agreement

Simultaneously with the execution of the Merger Agreement, the Company, Sizzle and the Sponsor, entered into a sponsor support agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor agreed to support the Business Combination and to vote all of its shares of Sizzle Common Stock (and any other Sizzle securities owned or acquired by the Sponsor) in favor of the Merger Agreement and the Business Combination.

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

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

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

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

On November 17, 2023, the Company, Sizzle and the Sponsor entered into that certain amendment to the Sponsor Support Agreement (the “Amendment to the Sponsor Support Agreement”) to replace Section 1.8 of the existing Sponsor Support Agreement which referenced up to 2,049,250 SPAC Shares (as defined in the Merger Agreement) held by the Sponsor. The Amendment to the Sponsor Support Agreement provides that the Sponsor Shares as defined in Section 1.8 of the Amendment to the Sponsor Support Agreement shall be transferred by Sponsor to a third party or multiple third parties who either provide financing in connection with the Transactions or who serve as an advisor in connection with the Transactions and receive such Sponsor Shares in lieu of cash payment, as reasonably determined by Sponsor with the prior written connect of EUR (which consent shall not be unreasonable delayed or withheld). The Amendment to the Sponsor Support Agreement further provides, regarding any remaining Sponsor Shares which are not transferred as provided therein, Sponsor shall for no consideration and immediately prior to the closing of the proposed business combination irrevocably surrender such shares to the treasury of Sizzle.

Lock-Up Agreement

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

Vellar Agreement

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

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

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

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

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

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

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

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

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

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

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

Settlement and Maturity Date

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

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

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

•        the product of:

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

•        the VWAP determined over the Valuation Period, minus

•        the product of

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

•        $2.00 per ordinary share.

Optional Early Settlement

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

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

Registration Rights

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

Termination Rights of Sizzle or Pubco

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

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

Other Terms

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

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

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

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

Relationships

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

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

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

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

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

GEM Agreement

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

Polar Financing

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

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

Registration Rights

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

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

Investors Agreement

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

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

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

Warrant Assignment, Assumption and Amendment Agreement.

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

EUR Trust Account Waiver

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

Total Shares to be Issued in the Business Combination

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(11)    The issuance of 67,989,216 Pubco Ordinary Shares to EUR pursuant to the Merger Agreement in the No Redemption, 50% Redemption and Maximum Redemption scenarios. This amount has been calculated based on the stated value of $750,000,000 for the Acquired Business (as defined in the Merger Agreement) divided by the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the Closing as provided in the Merger Agreement. Such amount does not reflect the Earnout Shares that EUR may be issued pursuant to the Merger Agreement. If the full amount of the Earnout Shares were to be issued (which for this purpose is assumed to be 6,798,922 Pubco Ordinary Shares, amounting to 10% of the Pubco Ordinary Shares issued at Closing, which is the full amount of the Earnout), and after giving effect to the reallocation of Sponsor Shares, in the (a) No Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 6.6% of the outstanding Pubco Ordinary Shares (of which approximately 3.8% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 18.4% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.5% of the outstanding Pubco Ordinary Shares (consisting of approximately 0.9% owned by CCM and 2.6% owned by Jett) and EUR will own approximately 68.7% of the outstanding Pubco Ordinary Shares, (b) 50% Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.3% of the outstanding Pubco Ordinary Shares (of which approximately 3.8% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 18.6% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.6% of the outstanding Pubco Ordinary Shares (consisting of approximately 0.9% owned by CCM and 2.7% owned by Jett) and EUR will own approximately 69.7% of the outstanding Pubco Ordinary Shares, and (c) Maximum Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 3.9% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.0% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 18.9% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.6% of the outstanding Pubco Ordinary Shares (consisting of approximately 0.9% owned by CCM and 2.7% owned by Jett) and EUR will own approximately 70.7% of the outstanding Pubco Ordinary Shares.

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) the issuance of any shares relating to any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans, if any, made to Sizzle, (iii) any issuance of shares underlying the Sizzle Warrants (which after the Business Combination, will be exchanged for the Pubco Warrants) (please refer to the table below entitled “Additional Dilution Sources” showing dilution from the exercise of Sizzle Warrants), (iv) the Earnout Shares, or (v) any adjustments to the Merger Consideration payable to EUR pursuant to terms set forth in the Merger Agreement. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each.

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

The following table summarizes the sources and uses for funding the Business Combination assuming Sizzle stockholders exercise their redemption rights assuming 50% redemptions:

The following table summarizes the sources and uses for funding the Business Combination assuming Sizzle stockholders exercise their redemption rights assuming maximum redemption:

*        The amount of Sizzle Cash reflects the amount in Sizzle’s Trust Account as of October 19, 2023.

The Sizzle Board’s Reasons for the Business Combination

Sizzle was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Sizzle has sought to capitalize on the ability of its management team to identify, acquire and partner with management to operate a business.

The Board, in evaluating the Business Combination, consulted with Sizzle’s management and legal, accounting and financial advisors. In reaching its unanimous resolution (i) that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of Sizzle

and its stockholders and (ii) to recommend that Sizzle’s stockholders adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement, the Board considered a range of factors, including, but not limited to, the factors discussed below.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on any and all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Board’s reasons for the Business Combination and all other information presented in this section may be forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Many factors were considered by Sizzle, and the factors outlined herein may or may not have been considered by any particular directors, member of management, or advisor of Sizzle Notwithstanding whether any of these factors were considered by any individual board member, the Board voted unanimously to proceed with the transaction.

The officers and directors of Sizzle have substantial experience in a wide range of industries and are confident that their experience and background, together with the experience of Sizzle’s advisors, enabled them to exercise the necessary business judgment to make the determinations regarding the Business Combination. The Board also obtained the Marshall & Stevens Opinion, described below, prior to the execution of the Merger Agreement, relating to the fairness, from a financial point of view, to Sizzle of the Merger Consideration to be paid to EUR in the Business Combination.

The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•        Growth Prospects.    The belief that the Business Combination of Sizzle and the Company should result in significant strategic benefits to the Combined Company, which would benefit Sizzle’s stockholders, including access to exploration interests, professional resources and financing opportunities;

•        Exploration Rights.    The belief that the Business Combination would enable Sizzle to benefit from the Company’s mineral exploration rights, including the Wolfsberg Project, and customer relationships including offtake agreements;

•        Electric Vehicle Revolution.    The Wolfsburg Project is Europe’s first licensed lithium mine and is uniquely positioned to capitalize on Europe’s increasing demand for homegrown battery production related to electric vehicles;

•        Due Diligence.    Business, financial and technical due diligence examinations of the Company and discussions with the Company’s management team were conducted, including extensive in-person meetings, a site visit and calls with the Company’s management team and its representatives regarding the Company’s operations and financial prospects, technical analysis. Additional legal and technical review of the Company’s material contracts, intellectual property and labor matters was conducted. Such due diligence examination of the Company in consultation with Sizzle’s legal, technical, and financial advisors, indicated to Sizzle management that Pubco could assemble the required elements to create a foundation for a potentially very successful mining company;

•        Stockholder Liquidity.    The obligation in the Merger Agreement to have Pubco Ordinary Shares issued as merger consideration listed on Nasdaq, a major U.S. stock exchange, which the Board believes has the potential to offer Sizzle stockholders enhanced liquidity following the Business Combination;

•        Management Team Continuity.    EUR and the Company’s senior management team including Tony Sage, Dietrich Wanke, Malcom Day, Melissa Chapman and Mykhalio Zhernov, intend to remain with the Combined Company in the capacity of officers and/or directors following the Business Combination, providing beneficial continuity in advancing Pubco’s strategic and growth goals;

•        Lock-Up.    Key Company personnel and EUR agreed to be subject to lockup provisions of 6 months in respect of their Pubco Ordinary Shares (subject to certain customary exceptions), which would provide important stability to the Combined Company;

•        Fairness Opinion.    On August 17, 2022, Sizzle engaged Marshall & Stevens for the benefit of its Board in connection with the consideration by the Board of the Business Combination between Sizzle and the Company pursuant to which (a) Critical Metals Limited, a newly organized BVI company (“Pubco”), will acquire all of the issued and outstanding capital shares and equity interests of European Lithium AT (Investments) Ltd. (“European Lithium” or the “Acquired Business” or the “Company”), a subsidiary of European Lithium Ltd. (“EUR”) from EUR in exchange for ordinary shares of Pubco, and European Lithium shall become a wholly owned subsidiary of Pubco and EUR shall become a shareholder of Pubco; and (b) Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Pubco (“Merger Sub”) will merge with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of Pubco. Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Marshall & Stevens valued the Acquired Business and, at the request of the Board, on October 20, 2022, rendered its formal written opinion, which we refer to as the “Marshall & Stevens Opinion,” that as of that date the Purchase Price to be paid by Sizzle for the Acquired Business as provided in the Merger Agreement is fair to Sizzle and, through their ownership in Sizzle, the public shareholders of Sizzle from a financial point of view. See discussion under “— The Business Combination Proposal: Marshall & Stevens Opinion.” The full text of the opinion is included with this proxy statement/prospectus; All descriptions of and disclosures concerning Marshall & Stevens Opinion are qualified in their entirety by reference to the specific text of Marshall & Stevens Opinion, a copy of which is included as Annex E to this proxy statement/prospectus; the included copy is provided for informational purposes only;

•        Reasonableness of Consideration.    Following a review of the financial data provided to Sizzle, including the financial projections of EUR, and the due diligence of EUR’s business conducted by Sizzle’s management and Sizzle’s advisors, and taking into account the opinion received from Marshall & Stevens regarding the fairness of the consideration to be paid by Sizzle in the Business Combination, the Board determined that the aggregate consideration to be paid in the Business Combination was fair to Sizzle;

•        Other Alternatives.    The Board believes, after a thorough review of other business combination opportunities reasonably available to Sizzle that the proposed Business Combination represents the most promising potential business combination for Sizzle and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets. Given the demand for electric and traditional fuel vehicles and Company’s proprietary process and mineral rights and customer pipeline, Sizzle’s Board believes the Company offers its stockholders the most potential value when compared to other target candidates; and

•        Negotiated Transaction; Merger Consideration.    The financial and other terms of the Merger Agreement, including the consideration deliverable to the security holders of EUR thereunder, and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Sizzle and EUR.

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

•        Macroeconomic Risks.    Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on Pubco’s revenues post-closing;

•        Business Plan and Growth Initiatives May Not Be Achieved.    The risk that Pubco may not be able to execute on its business plan and realize the potential financial performance presented to Sizzle’s management team, or that Pubco’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe. Although Sizzle’s board was provided access to Pubco’s investor presentation summarizing the company’s plans for medium and long term growth, those plans were believed to be subject to significant uncertainty due to several factors, including but not limited to fluctuation in global commodity and lithium prices, legal and regulatory risks, lack of legal certainty in

certain international markets, uncertainties relating to timing and scale of mining permits and activities, competition from other mining companies, and uncertainty relating to Pubco’s ability to optimize operational efficiency. Additionally, although Sizzle’s board received certain preliminary sales estimates, as the Company is not an operating company. Sizzle’s board primarily reviewed requirements for mining of Spodumene Concentrate or Lithium and their market prices and a guideline public company analysis relating to valuation ranges.

•        Asset Concentration.    The fact that the price of Spodumene Concentrate for production of Lithium was the main variable for asset sales and the mineral was the Company’s primary if not single validated asset.

•        Redemption Risk.    The potential that a significant number of Sizzle stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Sizzle Certificate of Incorporation, which would potentially make the Business Combination more difficult or impossible to complete;

•        Stockholder Vote.    The risk that Sizzle’s stockholders may fail to provide the votes necessary to effect the Business Combination;

•        Closing Conditions.    The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Sizzle’s control;

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

•        Listing Risks.    The challenges associated with preparing the Company, a private entity, for the applicable disclosure and listing requirements to which the Combined Company will be subject as a publicly traded company on Nasdaq;

•        Benefits May Not Be Achieved.    The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

•        Liquidation of Sizzle.    The risks and costs to Sizzle if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Sizzle being unable to effect a business combination by May 3, 2023, unless extended (the “Outside Date”);

•        Conflicts of Interest.    The possibility that the Board may have been influenced by conflicts between what may be in Sizzle’s best interests and what may be best for a director’s personal interests, including the possibility that if the Business Combination is not consummated, and Sizzle is forced to liquidate because it is unable to consummate another business combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), the founder shares and private placement shares owned by Sizzle’s Initial Stockholders would be worthless;

•        Regulatory Risks.    The risks to the mining exploration, operations and extraction of the Wolfsberg Project include regulations, which are subject to change;

•        Board and Independent Committees.    The risk that the Combined Company’s board of directors post- Closing and independent committees do not possess adequate skills set within the context of the Combined Company operating as a public company;

•        Holders of Sizzle Common Stock, and Sizzle Warrants Receiving a Minority Position in the Combined Company.    The risk that Sizzle stockholders will hold a minority position in the Combined Company;

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination; and

•        Other Risk Factors.    Various other risk factors associated with the business of Pubco, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The above discussion of the material factors considered by the Board is not intended to be exhaustive, but does set forth the principal factors considered by the Board.

The Board concluded that the potential benefits expected to be achieved by Sizzle and its stockholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board determined that the Business Combination was advisable, fair to, and in the best interests of, Sizzle and its stockholders.

EUR’s Reasons for the Business Combination

The board of directors of EUR (the “EUR Board”) considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the EUR Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The EUR Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the EUR Board may have given different weight to different factors.

In considering whether to enter into the Business Combination, the directors of EUR considered the non-exhaustive list of advantages and disadvantages summarized below. Although the EUR Board believes that the Business Combination with Sizzle presents a unique business combination opportunity and is in the best interests of EUR and its shareholders, the EUR Board did consider certain potentially material negative factors in arriving at that conclusion.

Advantages to the Company and EUR

•        The Business Combination represents an opportunity for the Company and EUR and its shareholders to recognize a significant uplift in the value of its Austrian lithium projects (as a result of the increased valuation) whilst also having the benefit of funding opportunities that would not otherwise be available to the Company and EUR but for the Business Combination.

•        EUR will retain full operational and managerial control of Pubco by virtue of having four out of five nominee board members.

•        EUR will hold an approximate 80% ownership interest in Pubco post-Closing of the Business Combination, which is expected to be sufficiently funded to move through the construction and development stages of Wolfsberg Project and have exposure to institutional investment opportunities it otherwise would not have but for the Business Combination.

•        EUR will retain exposure to the Austrian lithium projects via the controlling interest that the Company will hold in Pubco post-Closing.

Disadvantages to the Company and EUR

•        The Business Combination involves the sell-down of EUR’s interests in the Austrian lithium projects, which may not be consistent with the investment objectives of all of EUR’s shareholders.

•        The Business Combination may result in EUR being inadvertently exposed to regulatory risks as the controlling and majority shareholder of Pubco, being a company incorporated in the British Virgin Islands and listed on Nasdaq. Accordingly, changes in relevant taxes, legal and administration regimes, accounting practice and government policies in the British Virgin Islands and in the US may affect the financial and/or operational performance of Pubco and the Austrian lithium projects.

•        There is no guarantee that the shares of Pubco will trade on Nasdaq above the deemed price at which the Pubco Ordinary Shares are proposed to be issued to EUR. Pubco’s shares will be impacted by market factors outside its control. As a result, while the implied value of such Ordinary Shares at Closing will represent a significant increase to the present equity value of the Company as a whole, the actual value of the such Ordinary Shares will change in line with the trading price of the shares of Pubco on Nasdaq.

Sizzle Special Meeting

Sizzle is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on January 23, 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about January 2, 2024. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be virtually held at 10:00 a.m. Eastern Time on January 23, 2024, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The Special Meeting can be accessed via live webcast by visiting https://www.cstproxy.com/sizzlespac/2024, where you will be able to listen to the meeting live and vote during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Sizzle Common Stock as of the close of business on December 26, 2023, which is the Record Date for the Special Meeting. You are entitled to one vote for each share of Sizzle Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 9,356,653 shares of Sizzle Common Stock issued and outstanding. Sizzle’s public stockholders currently own 3,086,053 shares of Sizzle Common Stock, equal to approximately 33.0% of issued and outstanding Sizzle Common Stock, and our Sponsor together with our Initial Stockholders including our directors and officers currently own 722,750 private placement shares and 5,425,000 founders shares equal to approximately 65.7% of issued and outstanding Sizzle Common Stock, Cantor owns 47,250 representative shares and EBC owns 75,600 EBC Shares, together consisting of approximately 1.3% of issued and outstanding Sizzle Common Stock. Sizzle does not expect to issue any shares of common stock on or before the Record Date.

Registering for the Special Meeting

Pre-registration for virtual attendance at the Special Meeting is recommended but is not required in order to attend through the following website: https://www.cstproxy.com/sizzlespac/2024.

Any stockholder wishing to attend the virtual meeting should register for the meeting by January 19, 2024. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only Special Meeting, go to https://www.cstproxy.com/sizzlespac/2024, enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Sizzle stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the common stock outstanding and entitled to vote at the Special Meeting is represented in person (including by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of each of the Business Combination Proposal, the NTA Proposal and the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Sizzle Common Stock as of the Record Date. Accordingly, a Sizzle stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal, the NTA Proposal and Charter Amendment Proposal.

The approval of the remaining Proposals (consisting of the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal) requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the Special Meeting. Accordingly, a Sizzle stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or the failure of a Sizzle stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of Sizzle Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Special Meeting likewise will also have no effect on the outcome of these proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Business Combination is also conditioned on either approval of the NTA Proposal or, alternatively, satisfaction of the Net Tangible Assets Test (although approval of the NTA Proposal would only be effective upon approval of the Business Combination Proposal). The Advisory Charter Amendments Proposals, the ESPP Proposal and the Adjournment Proposal are not Condition Precedent Proposals for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal and the other Condition Precedent Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

The Proposals

The Business Combination Proposal

On October 24, 2022, Sizzle entered into the Merger Agreement by and among Sizzle, Pubco, Merger Sub, the Company and EUR (as amended by the First Amendment on January 4, 2023, the Second Amendment on July 7, 2023, and the Third Amendment on November 17, 2023.

The Merger Agreement provides for the combination of Sizzle and the Company under Pubco, a new holding company, as its direct, wholly-owned subsidiaries. Pursuant to the Business Combination and Merger Agreement (a) Pubco will acquire all of the issued and outstanding capital shares of the Company from EUR in exchange for Pubco Ordinary Shares, and any shares EUR or the Company holds in Pubco shall be surrendered for no consideration, such that the Company becomes a wholly owned subsidiary of Pubco and EUR becomes shareholder of Pubco, which we refer to as the Share Exchange; and immediately thereafter (b) Merger Sub will merge with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of Pubco. The transactions contemplated by the Merger Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Merger Agreement is attached to this proxy statement/ prospectus as Annex A.

Merger Consideration

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

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

(ii)     each Sizzle Warrants will be assumed by Pubco and converted into the right to receive a Pubco Warrants; and

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

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

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

As Sizzle does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

The amount of Pubco Ordinary Shares that EUR and our security holders described above receive in the Business Combination depends on the redemption price of Sizzle Common Stock in the redemption described in this proxy statement/prospectus, which per share price determines the value of one share of Pubco Ordinary Shares under the terms of the Merger Agreement, for purposes of determining the consideration to be received by EUR and our security holders in the Business Combination.

Because the per share price of redemption is not currently known, and the aggregate fully diluted number of Pubco Ordinary Shares at the Closing is not fully known, the exact value of the consideration to be received by EUR will not be known with certainty until the Closing.

Closing Conditions and Termination Rights

In addition to the approval of the Proposals at the Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of the Company and Sizzle, or by the Company or Sizzle acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “The Business Combination Proposal — Merger Agreement — Termination.”

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

NTA Proposal

Assuming the Business Combination Proposal is approved, at the Special Meeting, Sizzle stockholders will be asked to approve and adopt the NTA Proposal, which shall be effective, if adopted and implemented by Sizzle, immediately prior to the consummation of the proposed Business Combination, to remove the limitation on share redemptions that would cause Sizzle to be unable to consummate the Business Combination if stockholder redemptions would cause Sizzle’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 and to remove the limitation on consummation of a business combination which would cause Sizzle’s NTA to be less than $5,000,001 either immediately prior to o upon consummation of such a business combination. The passage of the NTA Proposal poses risks to stockholders, including relating to the removal of the net tangible assets minimum required in the Redemption Limitation, in the event the Business Combination was not consummated, and otherwise, and which are described in “Risk Factors — Risks Related to the NTA Proposal” contained elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The NTA Proposal (Proposal 1)” and a complete copy of these provisions is attached hereto as Annex I.

The Charter Amendment Proposal

Assuming the Business Combination Proposal is approved, in connection with the Business Combination, Sizzle is proposing that its stockholders approve amendments to the Proposed Charter for the following:

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

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

Advisory Charter Amendments Proposals

Assuming the Business Combination Proposal and other Condition Precedent Proposals are approved, Sizzle’s stockholders are also being asked to approve the Advisory Charter Amendments Proposals in connection with the Proposed Charter. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 3)” section of this proxy statement/prospectus and a complete copy of these provisions is attached hereto as Annex B. You are encouraged to read them in their entirety.

The Nasdaq Proposal

Sizzle is asking its stockholders to consider and vote on a proposal to approve the issuance of up to approximately 102,111,243 Pubco Ordinary Shares to shareholders of the Company, Sizzle stockholders, Cantor and EBC, Jett Capital and CCM upon the Closing, up to an additional 7,550,000 Pubco Ordinary Shares to holders of Sizzle Warrants, which upon the Closing will be exchanged for Pubco Warrants, up to an additional 6,798,922 Pubco Ordinary Shares which are contingently issuable relating to the Earnout and up to 20,000,000 Pubco Ordinary Shares in connection with capital raising transactions, including the Equity Forward Arrangement.

The Incentive Plan Proposal

Sizzle is asking its stockholders to approve the Incentive Plan, including the authorization of the share reserve under the Incentive Plan up to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, which will become effective upon the Closing of the Business Combination. The Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock units, stock appreciation rights, restricted stock awards, other stock-based awards and cash-based awards. Incentive stock options (“ISOs”) may be granted only to Pubco’s employees, including officers, and the employees of Pubco’s subsidiaries. All other stock awards may be granted to Pubco’s employees, officers, Pubco’s non-employee directors, and consultants and the employees and consultants of Pubco’s subsidiaries and affiliates.

A summary of the Incentive Plan is set forth in the “Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Incentive Plan is attached hereto as Annex C.

ESPP Proposal

Sizzle is asking its stockholders to approve the ESPP. The purpose of the ESPP is to provide a broad-based employee benefit to attract the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward the Pubco’s success by purchasing Pubco Ordinary Shares on favorable terms and to pay for such purchases through payroll deductions.

A summary of the ESPP is set forth in the “ESPP Proposal” section of this proxy statement/prospectus and a complete copy of the ESPP is attached hereto as Annex D.

The Adjournment Proposal

Sizzle is proposing that its stockholders approve and adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Sizzle is unable to consummate the Business Combination for any reason.

Marshall & Stevens Opinion

On August 17, 2022, Sizzle engaged Marshall & Stevens to serve as an independent financial advisor for the benefit of the Board in connection with the consideration by the Board of the Business Combination.

Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Marshall & Stevens valued the Acquired Business and, at the request of the Board, on October 20, 2022, rendered its formal written opinion, which we refer to as the “Marshall & Stevens Opinion,” that that as of that date the Purchase Price to be paid by Sizzle for the Acquired Business as provided in the Merger Agreement is fair to Sizzle and, through their ownership in Sizzle, the public shareholders of Sizzle from a financial point of view. See discussion under “— The Business Combination Proposal: Marshall & Stevens Opinion.”

The full text of the opinion is included with this proxy statement/prospectus. All descriptions of and disclosures concerning Marshall & Stevens Opinion are qualified in their entirety by reference to the specific text of Marshall & Stevens Opinion, a copy of which is included as Annex E to this proxy statement/prospectus. The included copy is provided for informational purposes only.

Recommendation to Sizzle Stockholders

After careful consideration, our Board has concluded that the Business Combination is in the best interests of Sizzle’s stockholders. Our directors believe that the proposals being presented at the Special Meeting are in the best interests of Sizzle’s stockholders, and they recommend that Sizzle’s stockholders vote FOR each of the proposals.

The existence of financial and personal interests of one or more of Sizzle’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Sizzle and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, Sizzle’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “— Interests of Sizzle’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

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

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

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

•        Unless Sizzle consummates an initial business combination, the Sponsor and Sizzle’s officers, directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. The amount of out-of-pocket expenses and other fees, for which Sponsor and Sizzle’s officers and directors and their affiliates are awaiting reimbursement as of December 26, 2023, consists of (a) a $10,000 per month administrative fee to an affiliate of Sizzle’s executive officers, for use of Sizzle’s office space and related services (all of which monthly have been paid to date); (b) a $129,437 loan outstanding made by our Sponsor in connection with the Sizzle IPO (as described below); and (c) the SPAC Transaction Expenses, including, without limitation (i) the fees and disbursements of outside counsel, as well as the fees and expenses of accountants to Sizzle and of the consultants and other advisors to Sizzle; (ii) the fees and disbursements of bona fide third-party investment bankers and financial advisors to Sizzle; (iii) Extension Expenses (including indebtedness related to such Extension Expenses) and (iv) payments by Sizzle of filing fees by EUR to the Australian Stock Exchange prior to Closing or any governmental entity, in connection with the Business Combination; which in the event the Business Combination is consummated (and without any other amendments thereto) in aggregate are estimated (in a No Redemption Scenario) to amount currently estimated to be $9.2 million based on each of Jett and CCM receiving capital stock in lieu of a cash fee as provided in the Jett Amended Letter and CCM Amended Letter.

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

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

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

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

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

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

•        EBC owns an aggregate of 75,600 EBC shares. Such EBC shares had an aggregate market value of approximately $0.8 million based upon the closing price of $10.96 per share on Nasdaq on December 26, 2023. The EBC shares will become worthless if Sizzle does not consummate a business combination by up to February 8, 2024 (or such earlier date as determined by the Sizzle Board or later date as may be provided by amendment or extension in accordance with the Sizzle Certificate of Incorporation). On the other hand, if the Business Combination is consummated, each outstanding EBC share will be exchanged for one share of Pubco.

•        On August 4, 2023, Sizzle entered into an amendment with CCM, as financial advisor for merger and acquisition financial advisory services in connection with a business combination, including the Business Combination (the “M&A Services”) to CCM’s existing engagement agreement for providing M&A Services. For its M&A Services, pursuant to such amendment, CCM has agreed to be paid entirely, other than customary expense reimbursement, in the form of 1,000,000 Pubco Ordinary Shares (after giving effect to the exchange of ordinary shares of the Company for such Pubco Ordinary Shares). Other than piggyback rights to registration and registration rights, CCM’s shares would have the same rights as other holders of shares of the Company in the Business Combination. In connection with the obligation of Critical Metals to pay for or reimburse specified transaction expenses of the Business Combination as provided in the First Amendment, dated January 4, 2023, it is anticipated that Pubco will fulfill such

obligation in the First Amendment to compensate EUR for payment of such Sizzle Transaction Expenses and Company Transaction Expenses (in each case as defined in the Business Combination Agreement) by issuance of Pubco Ordinary Shares to EUR following the Closing of the Business Combination. If the Business Combination is not consummated, CCM will not be paid the CCM Transaction Fee.

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

These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware and applicable law. Given the substantial target universe considered by Sizzle’s management team, Sizzle’s Board did not believe that the other fiduciary duties or contractual obligations of Benesser’s officers and directors materially affected Sizzle’s ability to source a potential business combination. Sizzle’s Board considered the factors supporting, and risks and uncertainties related to, a business combination with the Company as set forth above under “Summary of the Proxy Statement/Prospectus — Sizzle Board’s Reasons for the Business Combination,” and did not believe that such other fiduciary duties or contractual obligations impacted such consideration.

EUR Shareholder Approval

The approval of the Business Combination and related transactions by a vote of the shareholders of EUR is a condition to consummation of the Business Combination, according to the Merger Agreement. This vote requires the affirmative votes of the holders of a majority of the EUR ordinary shares. On January 20, 2023, EUR announced that at its Annual General Meeting of Shareholders that EUR had received its shareholders’ approval of the Business Combination.

the indicators of relative voting rights, composition of governing body, composition of senior management, terms of exchange, relative size, and other factors favored EUR as the accounting acquirer. Accordingly, for accounting purposes, management has determined that EUR is the accounting acquirer under IFRS 3 and the SPAC is considered to be the accounting acquiree for financial reporting purposes. Under this method of accounting, the ongoing financial statements of Pubco will reflect the net assets of the Company, the accounting predecessor at historical cost, with no additional goodwill recognized.

Directors and Officers of Pubco following the Business Combination

Upon the Closing, Pubco’s board of directors will consist of five directors, including one director designated by Sizzle. The Company will have the right to appoint the remaining members of the five-member board of directors. The director appointed by Sizzle and two of the directors appointed by the Company are required to be independent directors under Nasdaq rules. Upon the Closing, Pubco’s board of directors will be divided into three classes and will have staggered three-year terms.

Pubco’s directors and executive officers upon consummation of the Business Combination, and their ages, as of the date of this proxy statement/prospectus, are expected to be as follows:

Sizzle has designated Carolyn Trabuco to serve on the board of directors of Pubco. The Company has designated Tony Sage, Malcolm Day, Michael Hanson and Mykhailo Zhernov to serve on the board of directors of Pubco. For more information on the new directors and management of Pubco, see “Management of Pubco After the Business Combination.”

Quotation of Pubco Securities

It is anticipated that Pubco Ordinary Shares will be traded on Nasdaq under the symbol “CRML” and the Pubco Warrants will be traded on Nasdaq under the symbol “CRMLW” following the closing of the Business Combination.