SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Silver Crest Management LLC

(Last)

(First)

(Middle)

SUITE 3501, 35/F, JARDINE HOUSE

1 CONNAUGHT PLACE, CENTRAL

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Silver Crest Acquisition Corp [ SLCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	09/28/2022		M		8,625,000	A	$0	8,625,000	D
Class A Ordinary Shares	09/28/2022		D⁽¹⁾⁽²⁾		8,625,000	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾⁽²⁾	09/28/2022		M			8,625,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Ordinary Shares	8,625,000	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Merger Agreement, dated August 13, 2021, as amended, by and among the Issuer, TH International Limited, a Cayman Islands exempted company ("THIL"), and Miami Swan Ltd, a Cayman Islands exempted company and wholly owned subsidiary of THIL ("Merger Sub"), on September 28, 2022, Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of THIL, and the Issuer merged with and into THIL (the "Business Combination").

2. (Footnote 1 continued) As a result of the First Merger, (i) each outstanding Class B ordinary share of the Issuer was automatically converted into one Class A ordinary share of the Issuer; (ii) each issued and outstanding Class A ordinary share of the Issuer was automatically converted into the right of the holder thereof to receive one ordinary share of THIL after giving effect to a THIL share split at a ratio of 1,064.29740547038:1; and (iii) the warrants held by the Reporting Person to purchase Class A ordinary shares of the Issuer were automatically converted into a like number of warrants to purchase ordinary shares of THIL; provided that the Reporting Person agreed to forfeit half of the Class A ordinary shares and half of the warrants it had been entitled to. As a result, the Reporting Person received 4,312,500 ordinary shares of THIL and warrants to purchase 4,450,000 THIL ordinary shares in the Business Combination.

	/s/ Liang (Leon) Meng	09/30/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.