Sec Form 13D Filing - Crystal Peak Investment Inc. filing for - 2025-11-04

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: Pursuant to an Agreement and Plan of Merger, dated as of November 4, 2025 (the "Merger Agreement"), by and among (i) Oceanpine Skyline Inc. ("Parent"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, (ii) Oceanpine Merger Sub Inc. ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent, and (iii) the Issuer, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent (the "Merger"). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety in this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 99.11, and is incorporated herein by reference in its entirety. The Reporting Persons anticipate that approximately US$21,000,000 is expected to be expended to complete the Merger. This amount includes (a) the estimated funds required by Parent to (i) purchase all of the outstanding Ordinary Shares other than (w) the Ordinary Shares held by the Rollover Shareholders (as defined below) (such shares, the "Rollover Shares"), (x) the Ordinary Shares held by any of Parent, Merger Sub or any of their respective affiliates, (y) the Ordinary Shares held by the Issuer or any of its subsidiaries or held in the Issuer's treasury, and (z) the Ordinary Shares held by holders who prior to the closing agree with Parent not to receive any cash consideration with respect to such Ordinary Shares (collectively, the "Excluded Shares"), at a purchase price of US$0.9 per Ordinary Share, and (ii) settle outstanding options, restricted share units and warrants in accordance with the terms of the Merger Agreement, and (b) the estimated transaction costs associated with Merger and the other transactions contemplated by the Merger Agreement (the "Transactions"). Pursuant to the Equity Commitment Letter (as defined below), the Merger will be financed with cash contribution in Parent from Oceanpine Capital (the "Sponsor").The Merger will not be subject to any financing conditions.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Merger Agreement On November 4, 2025, the Issuer announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer being the surviving company and becoming a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Ordinary Share issued and outstanding prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$0.9 in cash per share without interest and net of any applicable withholding taxes, and each Ordinary Share of the Issuer issued and outstanding immediately prior to the Effective Time, other than (a) the Excluded Shares, which will be cancelled and cease to exist without payment of any cash consideration or distribution therefor, and (b) Ordinary Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Issuer who shall have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (the "Dissenting Shares"), which will be cancelled and cease to exist at the Effective Time and will entitle the holders thereof to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the Companies Act (As Revised) of the Cayman Islands. The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the voting power of the outstanding Ordinary Shares present and voting in person or by proxy as a single class at the shareholders meeting of the Issuer or any adjournment or postponement thereof. The Merger Agreement may be terminated by the Issuer or Parent under certain circumstances. If the Merger is consummated, the Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would cease to be quoted on the OTC Pink Open Market. The information disclosed in this paragraph and the preceding paragraphs is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety. Equity Commitment Letter The Transactions will be funded through cash contributio n contemplated by the equity commitment letter, dated as of November 4, 2025 (the "Equity Commitment Letter"), by and between the Sponsor and Parent. Under the terms and subject to the conditions of the Equity Commitment Letter, the Sponsor will provide equity financing of US$17,302,071.6 to Parent to consummate the Transactions. The information disclosed in this paragraph of this Item 4 is qualified in its entirety by reference to the Equity Commitment Letter, a copy of which is filed as Exhibit 99.12 and is incorporated herein by reference in its entirety. Support Agreement Concurrently with the execution of the Merger Agreement, Oceanpine Capital, Oceanpine Investment, Crystal Investment, Adjuvant Fund, Adjuvant Fund DE, Superstring Capital, MSA Growth, and Epiphron Capital (collectively, the "Rollover Shareholders", together with the Sponsor, the "Consortium Members") and Parent entered into a rollover and support agreement (the "Support Agreement"), pursuant to which, among other things and subject to the terms and conditions set forth therein, each of the Rollover Shareholders has agreed to (A) vote all Rollover Shares beneficially owned by it in favor of the authorization and approval of the Merger Agreement and the Transactions, including the Merger, and (B) upon the terms and subject to the conditions of the Support Agreement, cancel the Rollover Shares beneficially owned by the respective Rollover Shareholder and receive no cash consideration or distribution for cancellation of the Rollover Shares in accordance with the Merger Agreement in exchange for newly issued shares in Parent. The information disclosed in this paragraph of this Item 4 is qualified in its entirety by reference to the Support Agreement, a copy of which is filed as Exhibit 99.13 and is incorporated herein by reference in its entirety. Limited Guarantee Concurrently with the execution of the Merger Agreement, the Sponsor entered into a limited guarantee (the "Limited Guarantee") in favor of the Issuer with respect to certain obligations of Parent under the Merger Agreement, including without limitation, due and punctual payment of certain termination fee payable by Parent pursuant to the Merger Agreement. The information disclosed in this paragraph of this Item 4 is qualified in its entirety by reference to the Limited Guarantee, a copy of which is filed as Exhibit 99.14 and is incorporated herein by reference in its entirety. Interim Investors Agreement In connection with the Merger Agreement, the Consortium Members, Parent and Merger Sub entered into an interim investors agreement (the "Interim Investors Agreement"), to govern the actions of Parent and Merger Sub and the relationship among the Consortium Members with respect to, among other things, the Merger Agreement, the Limited Guarantee, the Equity Commitment Letter, the Support Agreement, and the Transactions. The Consortium Agreement has been terminated pursuant to the Interim Investors Agreement. The information disclosed in this paragraph of this Item 4 is qualified in its entirety by reference to the Interim Investors Agreement, a copy of which is filed as Exhibit 99.15 and is incorporated herein by reference in its entirety. Except as disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons and their representatives may from time to time engage in discussions with members of management, and the special committee of the board of directors of the Issuer, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Transactions, including the Merger, the Issuer's business, management, capital structure and allocation, corporate governance, board composition and strategic alternatives and direction, as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 41,212,693 Ordinary Shares outstanding as of June 30, 2025 as disclosed in the Issuer's Form 20-F, filed on July 31, 2025 Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.

See Item 5(a) above.

Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The Reporting Persons' Response to Item 3 and Item 4 of this Amendment No. 3 to Schedule 13D is incorporated by reference to this Item 6. To the best knowledge of the Reporting Persons, except as provided herein or incorporated by reference in this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

99.10 Joint Filing Agreement dated November 4, 2025 by and among the Reporting Persons. 99.11 Agreement and Plan of Merger, dated November 4, 2025, by and among the Issuer, Parent and Merger Sub (incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 6-K of the Issuer furnished to the SEC on November 4, 2025). 99.12 Equity Commitment Letter, dated November 4, 2025, by and between the Sponsor and Parent. 99.13 Rollover and Support Agreement, dated November 4, 2025, by and among the Rollover Shareholders and Parent. 99.14 Limited Guarantee, dated November 4, 2025, by and between the Sponsor and the Issuer. 99.15 Interim Investors Agreement, dated November 4, 2025, by and among the Consortium Members, Parent and Merger Sub.