AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Execution Version

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 3, dated as of November 17, 2023 (this “Amendment”), (i) is entered into by and among European Lithium Limited, an Australian Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Xxxxxxxx Xxxxxx Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), and (ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, the Company, PubCo, Merger Sub and SPAC, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 4, 2023 and Amendment No. 2 to Agreement and Plan of Merger, dated as of July 7, 2023 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

RECITALS

WHEREAS, the parties to the Merger Agreement desire to amend the Merger Agreement in the manner set forth below;

WHEREAS, pursuant to Section 12.13 of the Merger Agreement, the Merger Agreement may be amended at any time by execution of an instrument in writing signed on behalf of EUR, the Company, PubCo, Merger Sub and SPAC; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, intending to be legally bound hereby, it is hereby agreed as follows:

1. Amendment to Recitals. Paragraph 22 of the Recitals of the Merger Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, as a result of the Merger, (a) each issued and outstanding share of common stock, par value $0.0001 per share of SPAC (each, a “SPAC Share”) (other than any Excluded SPAC Shares) shall no longer be outstanding and shall automatically be converted into the right of the holder thereof to receive one (1) PubCo Share and (b) each outstanding whole SPAC Warrant shall be assumed by PubCo and will be thereafter exercisable, in accordance with the terms of the Assumed Warrant Agreement, for one (1) PubCo Share; and”

2. Amendment to Section 12.11. Section 12.11 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

Except with respect to SPAC Expense Reimbursement or Company Expense Reimbursement as expressly set forth in Section 11.2 and with respect to any amounts payable in accordance with Section 8.3(c), each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions; provided that all fees in connection with any antitrust or regulatory filings made prior to the Closing, including any filing fee to ASX, and all registration fees or filing fees payable to the SEC, Nasdaq or any other Governmental Entity, in each case of the foregoing in connection with the Transactions, will be borne by SPAC ; provided further that if the Transactions are consummated, PubCo shall be responsible for all SPAC Transaction Expenses and Company Transaction Expenses and shall reimburse EUR for all Company Transaction Expenses incurred or paid by EUR, whether prior to, at or after the Closing; provided further, that if EUR pays any Company Transaction Expenses or SPAC Transaction Expenses 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.

3. Amendment to Section 13.2. The definition of “Company Transaction Expenses” under Section 13.2 is hereby amended and restated in its entirety to read as follows:

“Company Transaction Expenses” means the fees and expenses incurred by EUR or the Company (including its direct and indirect equity holders) and the other Group Companies in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions or any similar transactions or other strategic processes, in each case whether in the form of cash, securities or other properties, including: (i) the fees and disbursements of outside counsel to EUR or any of its Subsidiaries (including its direct and indirect equity holders); (ii) the fees and expenses of accountants to EUR or any of its Subsidiaries; (iii) the fees and expenses of other advisers to EUR or any of its Subsidiaries; and (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to EUR or any of its Subsidiaries.

4. Amendment to Section 13.2. The definition of “SPAC Transaction Expenses” under Section 13.2 is hereby amended and restated in its entirety to read as follows:

“SPAC Transaction Expenses” means the fees and expenses incurred by SPAC in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions, in each case whether in the form of cash, securities or other properties, including: (i) the fees and disbursements of outside counsel to SPAC; (ii) the fees and expenses of accountants to SPAC; (iii) the fees and expenses of the consultants and other advisors to SPAC; (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to SPAC; (v) any Indebtedness of SPAC owed to any of SPAC’s officers, directors or Sponsor, or their respective shareholders or Affiliates, or any other party; (vi) any other administrative and operating expenses, including any and all Tax obligations, in each instance, of SPAC and (vii) Extension Expenses.

5. Confirmation of Other Provisions. Except as expressly modified or amended herein, all other terms and provisions of the Merger Agreement remain unchanged and shall continue in full force and effect. This Amendment, along with the Merger Agreement, constitute the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and thereof.

6. Incorporation by Reference. Each of Section 12.2 (Interpretation), Section 12.3 (Counterparts; Electronic Delivery), Section 12.6 (Severability), Section 12.8 (Governing Law), Section 12.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 12.10 (Rules of Construction), Section 12.12 (Assignment) and Section 12.14 (Extension; Waiver) of the Merger Agreement are hereby incorporated by reference, mutatis mutandis.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

	COMPANY:
	EUROPEAN LITHIUM AT (INVESTMENTS) LTD
	By:	/s/ Xxxxxx Xxxxxxx Xxx
	Name:	Xxxxxxx Xxxxxxx Xxx
	Title:	Director
	By:	/s/ Xxxxxx Xxxxxxx Xxxx Xxxx
	Name:	Xxxxxx Xxxxxxx Xxxx Xxxx
	Title:	Director

	EUR
	EXECUTED by EUROPEAN LITHIUM LIMITED (ACN 141 450 624) in accordance with the requirements of section 127 of the Corporations Act 2001 (Cth) by:
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Executive Chairman
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Company Secretary

	PUBCO
	XXXXXXXX XXXXXX CORP.
	By:	/s/ Xxxxxxx Xxxx Xxxxxx
	Name:	Xxxxxxx Xxxx Xxxxxx
	Title:	Authorized Person

	MERGER SUB
	PROJECT WOLF MERGER SUB INC.
	By:	/s/ Xxxxxxx Xxxx Xxxxxx
	Name:	Xxxxxxx Xxxx Xxxxxx
	Title:	Authorized Person

	SPAC
	SIZZLE ACQUISITION CORP.
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chief Executive Officer

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