UNITED
STATES
FORM
20-F
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended _______
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report: February 27, 2024
For
the transition period from _______________ to _______________
Commission
File Number: 001-41973
Critical
Metals Corp.
Maples
Corporate Services (BVI) Limited, Kingston Chambers
Dietrich
Wanke, Chief Executive Officer
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Securities
for registered or to be registered pursuant to Section 12(g) of the Act: None
Securities
which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered
by the shell company report: As of March 1, 2024, the issuer had 81,639,881 ordinary shares outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Note
Checking the box above will not relieve any registrant required to file reports purs
uant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of large accelerated filer, accelerated filer, and emerging growth company
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
If an emerging
growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐
U.S. GAAP
☒
International Financial Reporting Standards as issued by the International Accounting Standards Board
☐
Other
If
Other has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☐
TABLE
OF CONTENTS
i
On
February 27, 2024 (the
Closing Date
), Critical Metals Corp., a BVI business company incorporated in the British
Virgin Islands (
Critical Metals
or the
Company
), consummated the previously announced business
combination pursuant to the Agreement and Plan of Merger, dated as of October 24, 2022, as amended as of January 4, 2023, July 7, 2023,
and November 17, 2023 (the
Merger Agreement
), by and among the Company, Sizzle Acquisition Corp., a Delaware corporation
(
Sizzle
), European Lithium Limited, an Australian Public Company limited by shares (
EUR
), European
Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (
ELAT
) and Project
Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (
Merger Sub
).
The transactions contemplated by the Merger Agreement are referred to herein as the
Business Combination
.
Pursuant
to the Business Combination and Merger Agreement (a) the Company acquired all of the issued and outstanding shares of ELAT held by shareholders
of ELAT in exchange for ordinary shares of the Company, such that ELAT became a wholly owned subsidiary of the Company and the shareholders
of ELAT became shareholders of the Company (the
Share Exchange
); and immediately thereafter (b) Merger Sub merged
with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of the Company.
The
Merger Agreement provided that at the effective time of the Business Combination (the
Effective Time
):
In
connection with the closing of the Business Combination, Sizzle and/or the Company entered into or amended, as applicable, certain agreements
with their vendors or service providers, including the underwriter in Sizzles IPO, to pay various business combination transaction
expenses otherwise due at Closing, including deferral agreements with vendors or service providers, requiring deferred cash payments
by the registrant to such parties to be satisfied over specified time periods after Closing, and certain other fee modification agreements
with vendors or service providers pursuant to which such parties will receive newly issued Ordinary Shares at Closing and/or deferred
cash payments (or a combination of both). Pursuant to such agreements, an aggregate of 2,215,000 Ordinary Shares were issued to such
providers.
In
addition, in connection with the closing of the Business Combination, we entered into an omnibus amendment to the subscription agreements,
pursuant to which, Critical Metals and the PIPE Investors (as defined in the Proxy Statement/Prospectus (as defined below)) agreed to
extend the term of the warrants issued to such PIPE Investors at Closing to 15 months following the Closing.
1
Further,
in connection with the Closing, Critical Metals also entered a certain letter agreement with Gem Global Yield LLC SCS (
Gem
Global
) and Gem Yield Bahamas Limited (
GYBL
) to amend that certain Share Purchase Agreement, pursuant
to which, Critical Metals agreed to issue additional Ordinary Shares to GEM Global to the extent the shares issued as a commitment
fee pursuant to the Share Purchase Agreement valued at the Daily Closing Price on the 30th day after Closing is less than $1.875
million in the event that Critical Metals does not exchange such commitment fee shares for $1.875 million within 60 Days of Closing.
In addition, Gem Global, on the first anniversary of the closing of the Business Combination, was granted the right to require the Company
to purchase the GEM Warrant (as defined below) from Gem Global in exchange for a number of Ordinary Shares having a value equal to $27,200,000.
Pursuant
to lock-up agreements entered into with the applicable party, all holders of Ordinary Shares as of the Closing, other than the PIPE Investors
and Sizzles public shareholders, agreed, among other things, that such partys Ordinary Shares may not be transferred for
a period of one year after the Closing. In addition, Critical Metals will be restricted from issuing additional shares or filing certain
registration statements related to primary offerings with the SEC for a period of 60 days after the Closing, subject to certain specified
exceptions. Following the closing of the Business Combination, of the 81,639,881 Ordinary shares that were issued and outstanding as
of the Closing Date, approximately 74,398,882 Ordinary Shares (or approximately 91% of the total issued and outstanding Ordinary Shares)
are subject to a lock-up for up to one year after Closing.
The
transaction was unanimously approved by the board of directors of Sizzle and was approved at the special meeting of Sizzles shareholders
held on February 22, 2024 (the
Special Meeting
). Sizzles shareholders also voted to approve all other proposals
presented at the Special Meeting. As a result of the Business Combination, ELAT and Sizzle became a wholly-owned direct subsidiary of
the Company. On February 28, 2024, the Ordinary Shares and Public Warrants commenced trading on the Nasdaq Capital Market, or Nasdaq,
under the symbols CRML and CRMLW, respectively.
Except
as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated
by reference herein, the
Report
) to (i) we, us, our, Company
or Critical Metals refer to Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands, and
its consolidated subsidiaries, (ii) Sizzle refers to Sizzle Acquisition Corp., a Delaware corporation, and (iii) ELAT
refers to European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands.
Certain
amounts that appear in this Report may not sum due to rounding.
2
Cautionary
Note Regarding Forward-Looking Statements
This
Report and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act
).
Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business
strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to
the Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of
performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used
in this Report, forward-looking statements may be identified by the use of words such as estimate, plan,
project, forecast, intend, will, expect, anticipate,
believe, seek, target, designed to or other similar expressions that predict
or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
These
forward-looking statements may include statements, among other things, relating to:
Forward-looking
statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause
actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially
from those anticipated in forward-looking statements for many reasons, including the factors discussed under the Risk Factors
section of this Report and the Risk Factors section in the Companys proxy statement/prospectus, dated December 27,
2023, as supplemented by that proxy statement/prospectus supplement No. 1, dated February 15, 2024 (the
Proxy Statement/Prospectus
),
forming a part of Registration Statement on Form F-4 (File No. 333-268970), as amended, initially filed with the U.S. Securities and
Exchange Commission (the
SEC
) on December 22, 2022 and declared effective on December 27, 2023 (the
Form
F-4
), which section is incorporated herein by reference. These forward-looking statements are based on information available
as of the date of this Report, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date,
and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were
made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
3
Item 1. Identity of Directors, Senior Management and Advisers
A.
Directors and Senior Management
The
directors and executive officers of the Company upon the consummation of the Business Combination are set forth in Item 6.A of this Report.
The business address for each of the Companys directors and executive officers is Maples Corporate Services (BVI) Limited, Kingston
Chambers Road Town, Tortola, British Virgin Islands.
B.
Advisers
White
Case LLP has acted as U.S. securities counsel for ELAT and the Company and continues to act as U.S. securities counsel for the
Company following the completion of the Business Combination.
Maples
and Calder (BVI) LLP has acted as counsel for the Company with respect to British Virgin Islands law and continues to act as counsel
for the Company with respect to British Virgin Islands law following the completion of the Business Combination.
C.
Auditors
Marcum
LLP has acted as Sizzles independent registered public accounting firm as of December 31, 2022 and 2021, and for the years ended
December 31, 2022 and 2021.
Marcum
LLP has acted as ELATs independent registered public accounting firm as of June 30, 2023 and 2022 and for each of the two years
in the period ended June 30, 2023.
Marcum
LLP has acted as the Companys independent registered public accounting firm for the period from October 14, 2022 (inception) to
June 30, 2023.
We
intend to retain Marcum LLP as the Companys independent registered public accounting firm.
Item 2. Offer Statistics and Expected Timetable
Not
applicable.
A.
[Reserved]
B.
Capitalization and Indebtedness
The
following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of June 30, 2023, after giving
effect to the Business Combination and the PIPE Financing (as defined in the Proxy Statement/Prospectus):
C.
Reasons for the Offer and Use of Proceeds
Not
applicable.
D.
Risk Factors
The
risk factors associated with the Company and ELAT are described in the Proxy Statement/Prospectus under the heading
Risk Factors
,
which information is incorporated herein by reference.
4
Item
4. Information on the Company
A.
History and Development of the Company
Critical
Metals is a BVI business company incorporated in the British Virgin Islands on October 14, 2022. For further information on the Business
Combination, see
Explanatory Note
above. The history and development of the Company and the material terms of the
Business Combination are described in the Proxy Statement/Prospectus under the headings
Information About the Company
,
Summary of the Proxy Statement/Prospectus
,
The Business Combination Proposal
,
The
Business Combination Proposal
Merger Agreement
and
Description of Securities of PubCo
,
which are incorporated herein by reference.
The
Company owns no material assets other than its equity interests in its wholly owned subsidiaries.
The
history and development of ELAT is described in the Proxy Statement/Prospectus under the headings
Information about the Company
and
Description of the Wolfsberg Project
.
The
Companys registered office is c/o Maples Corporate Services (BVI) Limited, PO Box 173, Road Town, Tortola, British Virgin Islands,
and the Companys principal executive office is c/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road
Town, Tortola, British Virgin Islands. The SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC. The SECs website is
http://www.sec.gov
.
B.
Business Overview
Prior
to the closing of the Business Combination, the Company did not conduct any material activities other than those incidental to its formation
and the matters contemplated by the Merger Agreement, such as the making of certain required securities law filings. Following, and as
a result of, the Business Combination, all of the Companys business is conducted through ELAT and its subsidiaries. Information
regarding the business of ELAT is included in the Proxy Statement/Prospectus under the headings
Information About the Company,
Description of the Wolfsberg Project
and
The Companys Managements Discussion and Analysis of Financial
Condition and Results of
Operations, which are incorporated herein by reference and in Item 5 of this Report.
C.
Organizational Structure
Upon
consummation of the Business Combination, each of Sizzle and ELAT became wholly-owned direct subsidiaries of Critical Metals. The diagram
below depicts a simplified version of Critical Metals immediately following the consummation of the Business Combination.
5
D.
Property, Plants and Equipment
Information
regarding the Companys property, plants and equipment is described in the Proxy Statement/Prospectus under the headings
Information
About the Company
and
Description of the Wolfsberg Project
which information is incorporated herein by
reference.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The
discussion and analysis of the financial condition and results of operations of the Company is described in the Proxy Statement/Prospectus
under the section titled
The Companys Managements Discussion and Analysis of Financial Condition and Results
of Operations
, which information is incorporated herein by reference.
Item
6. Directors, Senior Management and Employees
A.
Directors and Senior Management
Information
regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy
Statement/Prospectus under the section titled
Management of PubCo After the Business Combination
, which information
is incorporated herein by reference.
B.
Compensation
Decisions
regarding the executive compensation program will be made by the compensation committee of the Companys board of directors. The
Company intends to develop an executive compensation program that is designed to align compensation with business objectives and the
creation of shareholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to its
long-term success.
The
terms of the Companys equity incentive plan and employee stock purchase plan are described in the F-4 under the headings
The
Incentive Plan Proposal Material Terms of the Incentive Plan
and
The ESPP Plan -- Summary of the ESPPs
Material Terms and Features,
which information is incorporated by reference herein.
Indemnification
The
Company has entered into indemnification agreements with each of its officers and directors. Information regarding such indemnification
agreements is included in the Proxy Statement/Prospectus under the section titled
Management of PubCo Following the Business
Combination Indemnification of Directors and Officers
and is incorporated herein by reference.
C.
Board Practices
Information
regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy
Statement/Prospectus under the section titled
Management of PubCo After the Business Combination
, which information
is incorporated herein by reference.
D.
Employees
Information
regarding the employees of the Company is included in the Proxy Statement/Prospectus under the section titled
Information About
the Company Human Capital
, which information is incorporated herein by reference.
E.
Share Ownership
Ownership
of the Companys shares by its directors and executive officers upon consummation of the Business Combination is set forth in Item
7.A of this Report.
6
F.
Disclosure of a registrants action to recover erroneously awarded compensation
None.
Item 7. Major Shareholders and Related Party Transactions
A. Major
Shareholders
The
following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of the date hereof by:
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within 60days.
As
of the date hereof, there are 81,639,881 Ordinary Shares issued and outstanding. This amount does not include (i) the 7,750,000 Ordinary
Shares subsequent to the closing of the Business Combination conditioned upon exercise of the Public Warrants, (ii) approximately 6,778,838
Ordinary Shares to EUR under the terms of the earnout (in the event of satisfaction of certain share price thresholds and certain other
conditions of the earnout), such actual number to be based on the Closing Share Consideration), (iii) the GEM Warrant granting GYBL the
right to purchase 1,814,797 Ordinary Shares at an exercise price of $10.71 per share (subject to adjustments described in the GEM Warrant)
expiring on the 3rd anniversary of the closing of the Business Combination and (iv) the Polar Warrant (as defined below) granting Polar
Multi-Strategy Master Fund (
Polar
) the right to purchase up to 350,000 Ordinary Shares at an exercise price of $10.00
per share (subject to adjustments described in the Polar Warrant) expiring on the 15th month anniversary of the closing of the Business
Combination.
7
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them.
8
B. Related
Party Transactions
Information
pertaining to the Companys related party transactions is set forth in the Proxy Statement/Prospectus under the heading
Certain
Relationships and Related Person Transactions
, which is incorporated herein by reference.
C.
Interests of Experts and Counsel
Not
applicable.
A.
Consolidated Statements and Other Financial Information
Financial
Statements
See
Item 18 of this Report for financial statements and other financial information.
Legal
Proceedings
From
time to time, the Company may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business,
the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in
costly litigation, require significant management time and result in the diversion of significant operational resources. We are not currently
a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a
material adverse effect on our business or financial condition.
Dividend
Policy
Following
completion of the Business Combination, the Companys board of directors will consider whether or not to institute a dividend policy.
It is the present intention of the Company to retain any earnings for use in its business operations and, accordingly, the Company does
not anticipate its board of directors declaring any dividends in the foreseeable future.
B.
Significant Changes
A
discussion of significant changes since June 30, 2022 and June 30, 2023, respectively, is provided under Item 5 of this Report and is
incorporated herein by reference.
A.
Offer and Listing Details
Nasdaq
Listing of Ordinary Shares and Warrants
The
Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols CRML and CRMLW, respectively.
Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. There can be no assurance
that the Ordinary Shares and/or Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing
requirements, the Ordinary Shares and/or Public Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at
least 300 unrestricted round lot shareholders. A delisting of the Ordinary Shares or Public Warrants will likely affect the liquidity
of the Ordinary Shares or Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.
Lock-up
Period
Information
regarding the lock-up restrictions applicable to the holders of all Ordinary Shares, other than the PIPE Investors and Sizzles
public stockholders, is included in the Proxy Statement/Prospectus under the heading
Shares Eligible for Future Sale
Lock-up Agreements
and is incorporated herein by reference.
Pursuant
to lock-up agreements entered into with the applicable party, all holders of Ordinary Shares as of the Closing, other than the PIPE Investors
and Sizzles public shareholders, agreed, among other things, that such partys Ordinary Shares may not be transferred for
a period of one year after the Closing. In addition, Critical Metals will be restricted from issuing additional shares or filing certain
registration statements related to primary offerings with the SEC for a period of 60 days after the Closing, subject to certain specified
exceptions. Following the closing of the Business Combination, of the 81,639,881 Ordinary shares that were issued and outstanding as
of the Closing Date, approximately 74,398,882 Ordinary Shares (or approximately 91% of the total issued and outstanding Ordinary Shares)
are subject to a lock-up for up to one year after Closing.
9
Warrants
There
are 7,750,000 Public Warrants outstanding. The Public Warrants, which entitle the holder to purchase one Ordinary Share at an exercise
price of $11.50 per share, will become exercisable 30 days after the completion of the Business Combination. The Public Warrants will
expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their
terms.
In
addition to the outstanding Public Warrants, upon the closing of the Business Combination, Critical Metals issued to:
(i)
the PIPE Investors warrants (the
PIPE Warrants
) to purchase up to an aggregate of 1,000,000 Ordinary Shares, at
an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the 15th
month anniversary of the closing of the Business Combination, and an aggregate of 3,000,000 Ordinary Shares (the
Additional
Shares
) that will be subject to transfer restrictions but will be released to the PIPE Investors at a rate of three Additional
Shares for each Ordinary Share that the PIPE Investor purchases upon exercise of such PIPE Warrants, and which will otherwise be forfeited
with respect to any portion of the PIPE Warrant that remains unexercised upon the expiration of the PIPE Warrants;
(ii)
GYBL a warrant (the
GEM Warrant
) granting GYBL the right to purchase 1,814,797 Ordinary Shares at an exercise price
of $10.71 per share (subject to adjustments described in the GEM Warrant) expiring on the 3rd anniversary of the closing of the Business
Combination; and
(iii)
Polar a warrant (the
Polar Warrant
) granting Polar the right to purchase up to 350,000 Ordinary Shares at an exercise
price of $10.00 per share (subject to adjustments described in the Polar Warrant) expiring on the 15th month anniversary of the closing
of the Business Combination.
B.
Plan of Distribution
Not
applicable.
C.
Markets
The
Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols CRML and CRMLW, respectively.
Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. There can be no assurance
that the Ordinary Shares and/or Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing
requirements, the Ordinary Shares and/or Public Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at
least 300 unrestricted round lot shareholders. A delisting of the Ordinary Shares or Public Warrants will likely affect the liquidity
of the Ordinary Shares or Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.
D. Selling
Shareholders
Not
applicable.
E. Dilution
Not
applicable.
F. Expenses
of the Issue
Not
applicable.
10
Item 10. Additional Information
A. Share
Capital
The
Company is authorized to issue 450,000,000 ordinary shares of a par value of $0.001 each and 50,000,000 preference shares of a par value
of $0.001 each. Prior to the closing of the Business Combination, the Company was authorized to issue 200,000,000 ordinary shares of
a par value of $0.001 each and there was 100 ordinary shares issued and outstanding.
As
of February 28, 2024, subsequent to the closing of the Business Combination, there are 81,639,881 Ordinary Shares outstanding and issued
and 7,750,000 Public Warrants issued and outstanding, each exercisable to purchase one Ordinary Share at an initial exercise price of
$11.50 per share, subject to adjustment. In addition to the outstanding Public Warrants of Sizzle, upon the closing of the Business Combination,
Critical Metals issued to (i) the PIPE Investors the PIPE Warrants to purchase up to an aggregate of 1,000,000 Ordinary Shares, at an
exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the 15th month
anniversary of the closing of the Business Combination, and the Additional Shares that will be subject to transfer restrictions but will
be released to the PIPE Investors at a rate of three Additional Shares for each Ordinary Share that the PIPE Investor purchases upon
exercise of such PIPE Warrants, and which will otherwise be forfeited with respect to any portion of the PIPE Warrant that remains unexercised
upon the expiration of the PIPE Warrants, (ii) GYBL the GEM Warrant granting GYBL the right to purchase 1,814,797 Ordinary Shares at
an exercise price of $10.71 per share (subject to adjustments described in the GEM Warrant), expiring on the 3rd anniversary of the closing
of the Business Combination and (iii) Polar the Polar Warrant granting Polar the right to purchase up to 350,000 Ordinary Shares at an
exercise price of $10.00 per share (subject to adjustments described in the Polar Warrant) expiring on the 15th month anniversary of
the closing of the Business Combination.
Information
regarding our securities is included in the Proxy Statement/Prospectus under the section titled
Description of Securities of
PubCo
and is incorporated herein by reference.
B.
Memorandum and Articles of Association
The
Amended and Restated Memorandum and Articles of Association (
Articles
) of the Company, as amended, effective as
of February 27, 2024 are filed as Exhibit 1.1 to this Report. The description of the Articles of the Company is included in the Proxy
Statement/Prospectus under the heading
Description of Securities of PubCo
, which information is incorporated herein
by reference.
C.
Material Contracts
Information
pertaining to the Companys material contracts is set forth in the Proxy Statement/Prospectus under the headings
The
Companys Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity, Capital
Commitments and Resources, The Business Combination Proposal Related Agreements, and Certain Relationships
and Related Person Transactions The Companys Related Person Transactions,
each of which is incorporated herein
by reference. The description of the Merger Agreement is set forth in the Proxy Statement/Prospectus under the heading
The
Business Combination Proposal
, which information is incorporated herein by reference.
D.
Exchange Controls
There
are no governmental laws, decrees, regulations or other legislation in the British Virgin Islands that may affect the import or export
of capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends,
interest, or other payments by the Company to non-resident holders of Ordinary Shares.
E.
Taxation
Information
pertaining to tax considerations is set forth in the Proxy Statement/Prospectus under the headings
Material U.S. Federal Income
Tax Considerations,
which is incorporated herein by reference.
F.
Dividends and Paying Agents
The
Company has not paid any dividends to its shareholders. Following completion of the Business Combination, the Companys board of
directors will consider whether or not to institute a dividend policy. It is the present intention of the Company to retain any earnings
for use in its business operations and, accordingly, the Company does not anticipate its board of directors declaring any dividends in
the foreseeable future.
11
G.
Statements by Experts
The
consolidated financial statements of ELAT as of June 30, 2023 and 2022 and for each of the two years in the period ended June 30, 2023,
incorporated herein by reference have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their
report thereon, are incorporated by reference and are included in reliance on said report given upon the authority of said firm as experts
in auditing and accounting.
The
consolidated financial statements of the Company for the period from October 14, 2022 (inception) to June 30, 2023, incorporated herein
by reference have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon, are
incorporated by reference and are included in reliance on said report given upon the authority of said firm as experts in auditing and
accounting.
The
financial statements of Sizzle as of December 31, 2022 and 2021, and for the years ended December31, 2022 and 2021, incorporated
herein by reference have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon
(which contains an explanatory paragraph relating to substantial doubt about the ability of Sizzle to continue as a going concern), are
incorporated by reference and are included in reliance on said report given upon the authority of said firm as experts in auditing and
accounting.
The
technical information appearing in the Proxy Statement/Prospectus concerning the Wolfsberg Project was derived from the S-K 1300 Technical
Report Summary prepared by CSA Global South Africa (Pty) Limited, independent mining consultants. None of CSA Global South Africa (Pty)
Limited, or the employees of CSA Global South Africa (Pty) Limited, is an affiliate of the Company.
H.
Documents on Display
We
are subject to certain of the informational filing requirements of the Exchange Act. Since we are a foreign private issuer,
we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required
to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited
by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information
after each of our first three fiscal quarters. The SEC also maintains a website at
http://www.sec.gov
that contains reports and
other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including
the exhibits, at the SECs public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.
I.
Subsidiary Information
Not
applicable.
J.
Annual Report to Security Holders
Not
applicable.
12
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Information
regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section titled
The Companys Managements Discussion and Analysis of Financial Condition and Results of Operations Quantitative
and Qualitative Disclosures about Market Risk,
which is incorporated herein by reference.
Item 12. Description of Securities Other Than Equity Securities
Warrants
Upon
the completion of the Business Combination, there were 7,750,000 Public Warrants outstanding. The Public Warrants, which entitle the
holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will become exercisable on March 28, 2024, which is 30
days after the completion of the Business Combination. The Public Warrants will expire on February 27, 2029 (i.e., five years after the
completion of the Business Combination) or earlier upon redemption or liquidation in accordance with their terms. The terms of the Public
Warrants are described in the Proxy Statement/Prospectus under the heading
Description of Securities of PubCo Warrants
,
which information is incorporated herein by reference.
In
addition to the outstanding Public Warrants of Sizzle, upon the closing of the Business Combination, Critical Metals issued to (i) the
PIPE Investors the PIPE Warrants to purchase up to an aggregate of 1,000,000 Ordinary Shares, at an exercise price of $10.00 per share
(subject to adjustment, including full ratchet anti-dilution protection), expiring on the 15th month anniversary of the closing of the
Business Combination, and the Additional Shares that will be subject to transfer restrictions but will be released to the PIPE Investors
at a rate of three Additional Shares for each Ordinary Share that the PIPE Investor purchases upon exercise of such PIPE Warrants, and
which will otherwise be forfeited with respect to any portion of the PIPE Warrant that remains unexercised upon the expiration of the
PIPE Warrants, (ii) GYBL the GEM Warrant granting GYBL the right to purchase 1,814,797 Ordinary Shares at an exercise price of $10.71
per share (subject to adjustments described in the GEM Warrant) expiring on the 3rd anniversary of the closing of the Business Combination
and (iii) Polar the Polar Warrant granting Polar the right to purchase up to 350,000 Ordinary Shares at an exercise price of $10.00 per
share (subject to adjustments described in the Polar Warrant) expiring on the 15th month anniversary of the closing of the Business Combination.
13
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not
applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not
applicable.
Item 15. Controls and Procedures
Not
applicable.
Item 16A.
Audit committee financial expert
Not
applicable.
Item 16B.
Code of Ethics
Not
applicable.
Item 16C.
Principal Accountant Fees and Services
Not
applicable.
Item 16D.
Exemption from the Listing Standards for Audit Committees
Not
applicable.
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not
applicable.
Item 16F.
Change in Registrants Certifying Accountant
Not
applicable.
Item 16G.
Corporate Governance
Not
applicable.
Item 16H.
Mine Safety Disclosure
Not
applicable.
Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
Item 16J.
Insider trading policies
Not
applicable.
Item 16K.
Cybersecurity
Not
applicable.
14
See
Item 18.
The
financial statements
of
Sizzle as of December 31, 2022 and December 31, 2021 and the condensed consolidated financial statements as of and for the three and
nine months ended September 30, 2023, in the Proxy Statement/Prospectus between pages F-2 and F-44 are incorporated herein by reference.
The
consolidated financial statements
of ELAT as of June 30, 2022 and June 30, 2022, in the Proxy Statement/Prospectus between pages F-45 and F-66 are incorporated herein
by reference.
The
consolidated financial statements
of the Company as of June 30, 2023 and 2022, in the Proxy Statement/Prospectus between pages F-67 and F-80 are incorporated herein by
reference.
The
unaudited pro forma condensed combined financial information
of the Company and Sizzle is
attached as Exhibit 15.1 to this Report.
15
16
SIGNATURE
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this report on its behalf.
17
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Exact name of Registrant as specified in its charter)
Not
Applicable
British
Virgin Islands
(Translation
of Registrants name into English)
(Jurisdiction
of incorporation or organization)
Road Town, Tortola, British Virgin Islands
(Address of principal executive offices)
Maples Corporate Services (BVI) Limited, Kingston Chambers
Road Town, Tortola, British Virgin Islands
Tel: +(302)636-5400
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Title
of each class
Trading
Symbols
Name
of each exchange on which registered
Ordinary
Shares, par value $.001 per share
CRML
The
Nasdaq Stock Market LLC
Warrants,
each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
CRMLW
The
Nasdaq Stock Market LLC
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Emerging
growth company
☒
The
term new or revised financial accounting standard refers to any update issued
by the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012.
●
all
of the outstanding shares of Sizzles common stock, par value $0.0001 per share (the
Sizzle Common Stock
), were exchanged for the right to receive the ordinary
shares of the Company, par value $0.001 per share (the
Ordinary Shares
)
(following which exchange, all shares of Sizzle Common Stock were cancelled and ceased to
exist);
●
all
of the outstanding whole warrants of Sizzle, entitling the holder thereof to purchase one
share of Sizzle Common Stock at an exercise price of $11.50 per share (collectively, the
Sizzle Warrants
), were assumed by the Company and converted into the
right to receive a warrant to purchase one Company Ordinary Share (in lieu of Sizzle Common
Stock) at the same exercise price (collectively, the
Public Warrants
);
and
●
shareholders
of ELAT received Ordinary Shares in the Share Exchange, equal to the amount of shares consisting
of (i) Seven Hundred Fifty Million Dollars ($750,000,000), divided by (ii) the redemption
amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with
the closing of the Business Combination as provided in the Merger Agreement, and which we
refer to as the Closing Share Consideration.
●
the
benefits of the Business Combination;
●
the
potential market size and the assumptions and estimates related to the Business Combination;
●
the
future financial and business performance of the Company and its subsidiaries, including
ELAT, following the Business Combination;
●
the
commercial success of mineral properties under development by ELAT or the Company;
●
general
economic conditions and conditions affecting the industries in which ELAT and the Company
operate;
●
expansion
and other plans and opportunities; and
●
other
statements preceded by, followed by or that include the words estimate, plan,
project, forecast, intend, will,
expect, anticipate, believe, seek,
target or similar expressions.
Proforma
Combined
As of June 30, 2023
USD
Cash and cash
equivalents
$
341,158
Equity:
European Lithium AT (Investments)
Limited
Share capital
0
Reserves
0
Retained earnings
(95,071
)
Company
Ordinary share capital
769,441,458
Share premium reserve
(586,430,976
)
Accumulated deficit
(134,503,353
)
Total
equity
48,412,058
Total
capitalization
$
48,412,058
●
each
person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares
●
each
of the Companys executive officers and directors; and
●
all
of the Companys directors and executive officers as a group.
NameandAddressof
Beneficial Owner
Numberof
Ordinary Shares
Owned
Percentageof
Outstanding
Ordinary Shares
Directors and Executive Officers
(1)
Tony
Sage
(2)
Dietrich
Wanke
Melissa
Chapman
Carolyn
Trabuco
(3)
Malcolm
Day
(2)
Michael
Hanson
Mykhailo
Zhernov
(2)
All
directors and executiveofficers as a group (7individuals)
Other
5% Stockholders
European
Lithium Limited
(4)
67,788,383
83.80
%
Empery
Asset Management, LP
(5)
8,149,000
9.8
%
*
Less
than 1%.
(1)
Unless otherwise noted,
the business address of each of the following entities or individuals after the Business Combination is c/o Critical Metals Corp.,
Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
(2)
Each of Tony Sage, Malcom
Day and Mykhailo Zhernov serve as directors and have voting power with respect to any securities held EUR.Any action by EUR
with respect to Ordinary Shares, including voting and dispositive decisions, requires a vote of three out of the five members of
the board of directors. Under the so-called rule of three, because voting and dispositive decisions are made by three
out of the five members of the board of directors, none of the members of the EUR board of directors is deemed to be a beneficial
owner of securities held by EUR solely by virtue of their directorships.
(3)
Does not include any securities
held by VO Sponsor, LLC, of which Carolyn Trabuco is a member. Carolyn Trabuco disclaims beneficial ownership of the reported shares
other than to the extent of their ultimate pecuniary interest therein.
(4)
Reflects 67,788,383Ordinary
Shares issued as Closing Share Consideration pursuant to the Merger Agreement. Such amount does not reflect the Earnout Shares (as
defined in the Proxy Statement/Prospectus) that EUR may be issued pursuant to the Merger Agreement.
(5)
Represents the number of
Ordinary Shares issued pursuant to the Subscription Agreements to three funds affiliated with Empery Asset Management, LP (
Empery
),
for which Empery exercises voting and investment authority with respect to such securities. Such shares consist of (x)(i)an
aggregate of 4,149,000 Ordinary Shares held by the PIPE Investors upon the closing of the Business Combination, and (ii)an
aggregate of up to 3,000,000 Ordinary Shares issued to the PIPE investors at the closing of the Business Combination that will be
released to the PIPE investors at a rate of three Ordinary Shares for each Ordinary Share that the PIPE investors purchase upon exercise
of such PIPE Investors warrants; and (y)1,000,000 Ordinary Shares underlying warrants issued to the PIPE investors that
are exercisable on the closing of the Business Combination and expire on the 15th month anniversary of the closing of the Business
Combination. The business address of Empery Asset Management, LP is One Rockefeller Plaza, Suite 1205, NewYork, NY10020.
*
Filed
herewith.
+
Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules
to the SEC upon its request.
Critical Metals Corp.
Date: March 4, 2024
By
:
/s/ Tony Sage
Name:
Tony Sage
Title:
Executive Chairman