Sec Form 13D Filing - Crystal Peak Investment Inc. filing for - 2026-02-05

Item 4 is hereby amended and supplemented by adding the following at the end thereof: On January 20, 2026, the Issuer announced that it had called an extraordinary general meeting of shareholders (the "EGM"), to be held on February 12, 2026, to consider and vote on, among other matters, the proposal to authorize and approve the Merger Agreement and the Transactions contemplated thereby, including the Merger. On January 29, 2026, the Issuer announced that it had received three arbitral awards (the "Awards") issued by the Kaifeng Arbitration Commission on January 21, 2026 and January 22, 2026, which require certain PRC subsidiaries of the Issuer involved in the Awards to pay a total amount of approximately RMB576.5 million for alleged financial liabilities. Following the Issuer's announcement of the Awards, the Buyer Group has carefully assessed the associated risks and implications based on currently available information. The Buyer Group has determined that the financial liabilities imposed by the Awards would have a material adverse impact on the Issuer's overall financial condition, including potentially rendering the Issuer unable to pay its debts as they become due and payable. Accordingly, the Buyer Group believes that such circumstances constitute a "Company Material Adverse Effect" as defined in the Merger Agreement. Pursuant to the Merger Agreement, a "Company Material Adverse Effect" includes, among other things, any event or change that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets, liabilities, or results of operations of the group companies of the Issuer, taken as a whole, or that prevents or materially delays or would reasonably be expected to prevent or materially delay the consummation of the Merger by the Issuer or otherwise be material adverse to the Issuer's ability to perform its material obligations under the Merger Agreement. As previously disclosed in this Schedule 13D, completion of the Merger is subject to various conditions, including, among other things: (i) no Company Material Adverse Effect having occurred and being continuing since the date of the Merger Agreement, and (ii) the approval of at least two-thirds of the voting power of the outstanding Ordinary Shares present and voting together as a single class. Pursuant to Section 8.2(c) of the Merger Agreement, if a Company Material Adverse Effect has occurred and is continuing following the date of the Merger Agreement, Parent and Merger Sub have the right not to consummate the Merger. Based on the foregoing, the Buyer Group has determined that a Company Material Adverse Effect has occurred and may reasonably be expected to continue as a result of the substantial monetary liabilities imposed by the Awards. Consequently, the closing condition relating to the absence of a Company Material Adverse Effect cannot reasonably be expected to be satisfied. As a result, the closing of the Merger cannot reasonably be expected to occur, regardless of whether the shareholders of the Company approve the Merger at the EGM. Accordingly, on February 4, 2026, the Buyer Group notified the Issuer in writing of (i) its determination that a Company Material Adverse Effect has occurred, (ii) its decision not to proceed with the closing of the Merger on the current terms, and (iii) its determination that the members of the Buyer Group will not attend or vote at the EGM in light of these developments and uncertainty surrounding the closing of the Merger. Notwithstanding the foregoing, the Buyer Group intends to engage in good faith discussions with the Issuer to explore potential solutions to address the aforementioned Company Material Adverse Effect and to evaluate whether the Transactions may be amended on terms and conditions acceptable to the Buyer Group. The Reporting Persons intend to continue to review and assess their positions on an ongoing basis, and reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above as circumstances warrant. Any material changes to the Reporting Persons' plans or proposals will be promptly disclosed in an amendment to this Schedule 13D to the extent required by law. 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 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 is hereby amended and supplemented by adding the following at the end thereof: The Reporting Persons' Response to Item 4 of this Amendment No. 4 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.

99.16 Joint Filing Agreement dated February 5, 2026 by and among the Reporting Persons.