Sec Form 13D Filing - Crystal Peak Investment Inc. filing for - 2026-04-29

Item 3 is hereby amended and supplemented by adding the following at the end thereof: The descriptions of the Amended Merger Agreement, the A&R Equity Commitment Letter, the A&R Support Agreement, and the A&R Limited Guarantee (each as defined below) in Item 4 of this Amendment No. 6 to Schedule 13D are incorporated by reference in this Item 3. It is anticipated that approximately US$1.3 million will be expended to purchase the outstanding Ordinary Shares not owned by the Rollover Shareholders at a purchase price of US$0.066 per Ordinary Share.

Item 4 is hereby amended and supplemented by adding the following at the end thereof: Amended Merger Agreement On April 29, 2026, in connection with the Proposed Revised Transaction and upon further discussions among the parties, the Issuer, Parent and Merger Sub entered into an amendment No. 1 to agreement and plan of merger (the "Amendment No. 1"), which amends the Merger Agreement (the Merger Agreement as so amended, the "Amended Merger Agreement"), pursuant to which, the per share merger consideration has been reduced from US$0.90 to US$0.066. In addition, the Amendment No. 1 extends the termination date upon which either the Company or Parent may terminate the Amended Merger Agreement to the date falling nine (9) months from the date of the Amendment No. 1, and reduces the Company Termination Fee to US$50,000 (as compared to US$550,000 under the Merger Agreement) and the Parent Termination Fee to US$100,000 (as compared to US$1,100,000 under the Merger Agreement). Consummation of the Merger remains subject to the satisfaction or waiver of various conditions set forth in the Amended Merger Agreement. 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. A&R Equity Commitment Letter Concurrently with the execution of the Amendment No. 1, the Sponsor, Parent and the Company entered into an amended and restated equity commitment letter (the "A&R Equity Commitment Letter"), which amends and restates the Equity Commitment Letter in its entirety. Under the A&R Equity Commitment Letter, the Sponsor will provide equity financing of US$1,268,818.58 to Parent to consummate the Transactions. A&R Support Agreement Concurrently with the execution of the Amendment No. 1, the Rollover Shareholders, Parent and the Issuer entered into an amended and restated rollover and support agreement (the "A&R Support Agreement"), which amends and restates the Support Agreement in its entirety. Under the A&R Support Agreement, 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 Amended Merger Agreement and the Transactions, including the Merger, and (B) upon the terms and subject to the conditions of the A&R 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 Amended Merger Agreement in exchange for newly issued shares in Parent. A&R Limited Guarantee Concurrently with the execution of the Amendment No. 1, the Sponsor executed and delivered an amended and restated limited guarantee (the "A&R Limited Guarantee") in favor of the Issuer, which amends and restates the Limited Guarantee in its entirety. Under the A&R Limited Guarantee, the Sponsor agreed to guarantee certain obligations of Parent under the Merger Agreement, including without limitation, the due and punctual payment of certain termination fee payable by Parent pursuant to the Amended Merger Agreement, subject to a maximum liability of US#110,000 (as compared to US$1,210,000 under the Limited Guarantee). The information disclosed in the preceding paragraphs does not purport to be complete and is qualified in its entirety by reference to the Amendment No. 1, the A&R Equity Commitment Letter, the A&R Support Agreement and the A&R Limited Guarantee, copies of which are filed as Exhibits 99.20, 99.21, 99.22 and 99.23 and are 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 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' Responses to Item 3 and Item 4 of this Amendment No. 6 to Schedule 13D are 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 Amendment, 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.

99.19 Joint Filing Agreement dated April 29, 2026 by and among the Reporting Persons. 99.20 Amendment No. 1 to Agreement and Plan of Merger, dated April 29, 2026, 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 April 29, 2026). 99.21 Amended and Restated Equity Commitment Letter, dated April 29, 2026, by and among the Sponsor, Parent and the Issuer. 99.22 Amended and Restated Support Agreement, dated April 29, 2026, by and among the Rollover Shareholders, Parent and the Issuer. 99.23 Amended and Restated Limited Guarantee, dated April 29, 2026, by and between the Sponsor and the Issuer.