M&A - Critical Metals Corp.

Form Type: POS AM

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031098

Filing Summary: On April 11, 2025, Critical Metals Corp. filed a Post-Effective Amendment No. 2 to its Form F-1 on Form F-3 with the SEC to convert its registration statement on Form F-1 into a registration statement on Form F-3. This amendment relates to a business combination that occurred on February 27, 2024, wherein Critical Metals Corp. acquired all issued shares of European Lithium AT (Investments) Limited (ELAT) in exchange for ordinary shares, making ELAT a wholly owned subsidiary. Following this, a merger took place where Merger Sub merged with Sizzle and Sizzle continued as a subsidiary of Critical Metals. As a result of these transactions, Critical Metals is now conducting a primary offering of 7,750,000 ordinary shares and a secondary offering involving up to 100,312,567 ordinary shares, with significant updates related to various private investment agreements and sales under ongoing conventional arrangements. This filing serves to ensure compliance and notify investors of upcoming potential sales by predominant shareholders associated with these securities, which comprise a large portion of the company's outstanding shares.

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Form Type: POS AM

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025015355

Filing Summary: This document is a post-effective amendment related to the Registration Statement on Form F-1 for Critical Metals Corp., originally effective on May 22, 2024. It updates the information in the preliminary prospectus to include the company's audited financial statements for the year ended June 30, 2024, and reflects developments since the initial filing. The registration involves the offering of 7,750,000 ordinary shares and up to 100,312,567 ordinary shares by selling securityholders. The business combination with Sizzle Acquisition Corp. was completed on February 27, 2024, allowing Critical Metals to acquire European Lithium AT (Investments) Limited, which became its wholly owned subsidiary. The document outlines the terms of the initial offering, the relationship with the selling securityholders, and the potential impacts on the trading price of shares. Additionally, it describes the lock-up agreements for the shares conditioned upon the closing of the business combination, presenting that a significant percentage of issued shares will be subject to transfer restrictions.

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