Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268970

Proxy Statement/Prospectus Supplement No. 1
(to the Proxy Statement/Prospectus dated December 27, 2023)

Supplement to

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
SIZZLE ACQUISITION CORP.

AND PROSPECTUS FOR UP TO 14,559,271 ORDINARY SHARES, 7,750,000
WARRANTS, AND 7,750,000 ORDINARY SHARES issuable upon
exercise of Warrants
OF
CRITICAL METALS CORP.

In connection with the proposed business combination among 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 and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco” or “Critical Metals”) and Project Wolf Merger Sub Inc., a Delaware corporation, Critical Metals filed a registration statement on Form F-4 (File No. 333-268970) (as amended, the “Registration Statement”), which includes a proxy statement to be sent to Sizzle stockholders and a prospectus for the registration of Critical Metals securities in connection with the proposed business combination. The Registration Statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 27, 2023. This is a Supplement (this “Supplement”) to the definitive proxy statement of Sizzle and prospectus of Critical Metals, dated December 27, 2023 (the “Proxy Statement/Prospectus”).

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus.

The purpose of this Supplement is to update and supplement certain information contained in the Proxy Statement/Prospectus to reflect certain developments that occurred after the date of the Proxy Statement/Prospectus, including, among other things:

•        On February 8, 2024, Sizzle, Pubco and the Sponsor entered into separate subscription agreements (each, a “Subscription Agreement”) with three accredited investors named therein which are funds affiliated with each other (each, a “PIPE Investor”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase from Pubco, and Pubco agreed to issue and sell to the PIPE Investors, an aggregate of 1,000,000 Pubco Ordinary Shares for a purchase price of $10.00 per share, resulting in an aggregate purchase price of $10 million for all three PIPE Investors, subject to offsets for purchases of Public Shares, all on the terms and subject to the conditions set forth therein (the “PIPE Financing”);

•        Pursuant to the Subscription Agreements, in connection with the PIPE Financing and prior to the Closing, the Sponsor will transfer, for no additional consideration, 2,049,000 shares of Sizzle common stock held by it as founder shares to the PIPE Investors. In addition, upon the Closing, Pubco will issue, for no additional consideration, to the PIPE Investors (i) an aggregate of 1,000,000 Pubco Ordinary Shares, (ii) warrants (the “Warrants”) to purchase up to an aggregate of 1,000,000 Pubco Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the first anniversary of the Closing, and (iii) an aggregate of 3,000,000 Pubco 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 Pubco Ordinary Share that the PIPE Investor purchases upon exercise of such PIPE Investors’ Warrants, and which will otherwise be forfeited with respect to any portion of the Warrant that remains unexercised upon the expiration of the Warrants;

•        On February 8, 2024, Pubco and Sizzle agreed to terminate the previously disclosed Equity Forward Arrangement, pursuant to which, among other things, Vellar had agreed to purchase up to 20 million Pubco Ordinary Shares in exchange for up to $10 million in cash;

•        In connection with the PIPE Financing, all holders of Pubco Ordinary Shares as of the Closing, other than the PIPE Investors and Sizzle’s public shareholders, will be required to enter into a lock-up for a period of one year after the Closing and Pubco will be restricted from issuing additional shares or filing any registration statements with the SEC for a period of 60 days after the Closing, subject to certain specified exceptions;

•        In preparation for Closing, Pubco and Sizzle have reached agreements with their respective financial advisors, pursuant to which the advisors have agreed to restructure their fees related to the transactions (which resulted in the reduction of an aggregate amount equal to $17.6 million), whether payable in cash or Pubco Ordinary Shares, until certain financing events occur following the Closing; and

•        In preparation for Closing, Pubco and Sizzle have entered into or amended, as applicable, certain agreements 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 Pubco Ordinary Shares at Closing and/or deferred cash payments (or a combination of both).

Please see “Recent Developments” in this Supplement for additional information about the transactions described above.

Except as otherwise set forth in this Supplement, the information set forth in the Proxy Statement/Prospectus remains unchanged. All paragraph and section references used herein refer to the Proxy Statement/Prospectus before any additions or deletions resulting from the revised disclosures.

This Supplement modifies, supersedes and/or supplements, in part, the information in the Proxy Statement/Prospectus relevant to the applicable topics and is not complete without, and may not be delivered or utilized except in combination with, the Proxy Statement/Prospectus, including any amendments or supplements thereto. This Supplement should be read in conjunction with the Proxy Statement/Prospectus and if there is any inconsistency between the information in the Proxy Statement/Prospectus and this Supplement, you should rely on the information in this Supplement. Please keep this Supplement with the Proxy Statement/Prospectus for future reference.

You should read carefully and in their entirety this Supplement and the Proxy Statement/Prospectus and all accompanying annexes and exhibits before voting your shares of Sizzle Common Stock. In particular, you should review and consider carefully the matters discussed under the heading “Risk Factors” beginning on page 83 of the Proxy Statement/Prospectus.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Supplement to the Proxy Statement/Prospectus is dated February 15, 2024.

Recent Developments

Subscription Agreements

On February 8, 2024, Sizzle, Pubco and Sponsor entered into separate subscription agreements (each, a “Subscription Agreement”) with three funds affiliated with Empery Asset Management, LP (each, a “PIPE Investor”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase from Critical Metals, and Critical Metals agreed to issue and sell to the PIPE Investors, an aggregate of 1,000,000 Pubco Ordinary Shares, of Critical Metals for a purchase price of $10.00 per share, resulting in an aggregate purchase price of $10 million for all three PIPE Investors, subject to offsets for purchases of Public Shares, all on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The subscription obligations under the Subscription Agreement may be offset on a share for share basis by open market purchases of Public Shares, by the PIPE Investors after Sizzle’s redemption deadline for its stockholder meeting to approve the Proposed Business Combination where the PIPE Investors make such purchases at no more than the redemption price and do not redeem such Public Shares (and where Pubco will pay to the PIPE Investors at the Closing of the Business Combination the difference between the price paid by the PIPE Investors for such open market purchases and $10.00 per share). The Pubco Ordinary Shares issuable pursuant to the PIPE Financing will be issued substantially concurrently with the closing of the Proposed Business Combination. The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination.

Pursuant to the Subscription Agreements, in connection with the PIPE Financing and prior to the Closing, the Sponsor will transfer, for no additional consideration, 2,049,000 shares of Sizzle common stock, par value $0.0001 per share, held by it as founder shares to the PIPE Investors. In addition, upon the Closing, Critical Metals will issue, for no additional consideration, to the PIPE Investors (i) an aggregate of 1,000,000 Pubco Ordinary Shares, (ii) warrants (the “Warrants”) to purchase up to an aggregate of 1,000,000 Pubco Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the first anniversary of the Closing, and (iii) an aggregate of 3,000,000 Pubco 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 Pubco Ordinary Share that the PIPE Investor purchases upon exercise of such PIPE Investors’ Warrants, and which will otherwise be forfeited with respect to any portion of the Warrant that remains unexercised upon the expiration of the Warrants.

Pursuant to the Subscription Agreement, Critical Metals agreed that, within 30 days following the Closing, Critical Metals will file with the SEC a registration statement registering the resale of the Pubco Ordinary Shares issued or issuable in the PIPE Financing (the “PIPE Resale Registration Statement”) and will use its reasonable best efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but in any event within 60 days after the Closing (or 90 days after the Closing in the event of a “full review” of the PIPE Resale Registration Statement by the SEC) or, if earlier, the fifth trading day after Critical Metals is notified by the SEC that the PIPE Resale Registration Statement will not be reviewed or is no longer subject to further review and comments, and maintain the effectiveness of the PIPE Resale Registration Statement (in each case, subject to liquidated damages for failure to meet the registration requirements).

The foregoing description of the Subscription Agreements and the Warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the form of Subscription Agreement and the Warrants, which are attached to this Supplement as Annex A and are incorporated herein by reference.

Termination of Equity Forward Arrangement

On February 8, 2024, Critical Metals and Sizzle agreed to terminate the previously disclosed Equity Forward Arrangement, pursuant to which, among other things, Vellar agreed to purchase up to 20 million Pubco Ordinary Shares in exchange for up to $10 million in cash. In connection with such termination, Critical Metals agreed to pay Vellar a termination fee of $500,000 in cash.

Lock-Up Agreements

In connection with the PIPE Financing, all holders of Pubco Ordinary Shares as of the Closing, other than the PIPE Investors and Sizzle’s public shareholders, will be required to enter into a lock-up for a period of one year after the Closing and Critical Metals will be restricted from issuing additional shares or filing any registration statements with the SEC for a period of 60 days after the Closing, subject to certain specified exceptions.

Amendments to Advisor Engagement Letters

In preparation for Closing, Pubco and Sizzle have reached agreements with their respective financial advisors, pursuant to which the advisors have agreed restructure their fees related to the transactions (which resulted in the reduction of an aggregate amount equal to $17.6 million), whether payable in cash or Pubco Ordinary Shares, until certain financing events occur following the Closing.

Amendment to Supplier and Vendor Agreements

In preparation for Closing, Pubco and Sizzle have entered into or amended, as applicable, certain agreements 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 Pubco Ordinary Shares at Closing and/or deferred cash payments (or a combination of both). No individual vendor or service provider will own greater than 1% of the Pubco Ordinary Shares outstanding after the Closing.

Special Meeting of Sizzle Stockholders

On February 6, 2024, Sizzle held a special meeting of stockholders, at which Sizzle’s stockholders approved an amendment to Sizzle’s Amended and Restated Certificate of Incorporation to extend the date by which Sizzle must (i) consummate its initial business combination, (ii) cease all operations except for the purpose of winding up, or (iii) redeem or repurchase 100% of Sizzle’s Common Stock included as part of the units sold in its initial public offering from February 8, 2024 to August 8, 2024 (or such earlier date as determined by the board of directors of the Company (the “Board”)).

In connection such meeting, stockholders holding 779,917 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $8.6 million (approximately $11.05 per Public Share) was removed from the Trust Account to pay such holders and approximately $25.5 million remained in the Trust Account. Following redemptions, Sizzle had 2,306,136 Public Shares outstanding.

Updates to Proxy Statement/Prospectus Cover Page

The following updates and amends the seventh and thirteenth paragraphs on the cover page to the Proxy Statement/Prospectus by (i) adding the underlined bolded text (indicated textually in the same manner as the following example: underlined bolded text) and (ii) deleting the bolded text with strikethrough (indicated textually in the same manner as the following example: bolded text with strikethrough), as set forth below.

The estimated total consideration in the Business Combination to shareholders of the Company is $750 million consisting of the Closing Share Consideration and up to $75 million consisting of the Earnout Shares, if any Earnout Shares are issued according to their terms. It is anticipated that, immediately following completion of the Business Combination, if there are no additional redemptions by Sizzle’s public stockholders, Sizzle’s existing stockholders, including VO Sponsor, LLC (the “Sponsor”), will own approximately 7.0% 7.7% of the outstanding Pubco Ordinary Shares (of which approximately 4.0% 4.9% will be owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.0% 1.2% of the outstanding Pubco Ordinary Shares, Vellar Opportunities Fund Master, LTD. (“Vellar”) will own approximately 19.6% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.8% of the Pubco Ordinary Shares (including 1.0% owned by J.V.B. Financial Group, acting through its Cohen & Company Capital Markets division (“CCM”) and 2.8% owned by Jett Capital Advisors, LLC (“Jett”)), the PIPE Investors will own approximately 8.5% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.2% of the outstanding Pubco Ordinary Shares and EUR will own approximately 66.6% 81.4% of the outstanding Pubco Ordinary Shares. If there are redemptions by Sizzle’s public stockholders up to the maximum level presented for the Business Combination in the accompanying proxy statement/prospectus, immediately following completion of the Business Combination, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.1% 5.1% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.0% 1.3% of the outstanding Pubco Ordinary Shares, Vellar will own approximately 20.2% of the outstanding Pubco Ordinary Shares (assuming that Vellar does not purchase any Sizzle Common Stock in open market transactions prior to Closing), financial advisors of Sizzle and EUR will own approximately 3.9% of the Pubco Ordinary Shares (including 1.0% owned by CCM and 2.9% owned by Jett) the PIPE Investors will own approximately 8.7% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.2% of the outstanding Pubco Ordinary Shares and EUR will own approximately 68.7% 83.8% of the outstanding Pubco Ordinary Shares. These percentages do not include the Earnout Shares, or shares issuable in connection with any prospective Pubco compensation plan, and are calculated based on a number of assumptions as described in the accompanying proxy statement/prospectus. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

Each of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal is cross-conditioned on the approval of each other. The Business Combination is also conditioned on either approval of the NTA Proposal or, alternatively, satisfaction of the $5,000,001 minimum net tangible asset test by Sizzle or Pubco (after payment of Sizzle’s underwriters’ fees and commissions) as required by Sizzle’s current amended and restated certificate of incorporation (although approval of the NTA Proposal would only be effective upon approval of the Business Combination Proposal). Each of the Advisory Charter Amendments Proposals and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that the funds that are in the Trust Account, together with the cash on Sizzle’s balance and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of Pubco entered into prior to Closing, equal $40 million, before payment of transaction expenses. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement have entered into a number of financing arrangements for the benefit of Pubco following the closing. On July 4, 2023, Pubco entered into an equity line of credit share purchase agreement and related registration rights agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd., pursuant to which Pubco may issue up to $125,000,000 of Pubco Ordinary Shares following the closing of the Business Combination. In addition, on October 25, 2023, Sizzle and Pubco entered into a binding agreement with Vellar Opportunities Fund Master, LTD. (“Vellar”) pursuant to which, among

other things, up To 20 million ordinary shares of Pubco may be issued to Vellar at closing in exchange for up to $10 million in cash on February 8, 2024, Sizzle, Pubco and Sponsor entered into separate subscription agreements with three funds affiliated with Empery Asset Management, LP (each, a “PIPE Investor”), pursuant to which the PIPE Investors agreed to subscribe for and purchase from Critical Metals, and Critical Metals agreed to issue and sell to the PIPE Investors, an aggregate of 1,000,000 Pubco Ordinary Shares, of Critical Metals for a purchase price of $10.00 per share, resulting in an aggregate purchase price of $10 million for all three PIPE Investors, subject to offsets for purchases of Public Shares, all on the terms and subject to the conditions set forth therein. Further, Sizzle and Pubco are engaged in various discussions with third parties related to additional potential equity investments in Pubco, which investments may take the form of convertible preferred shares, ordinary shares or other equity securities. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements.”

Updates to QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF SIZZLE

The following amends, restates and supplements the questions and answers set forth below in the section of the Proxy Statement/Prospectus entitled “Questions and Answers For Stockholders of Sizzle” in their entirety.

Q:     What equity stake will current stockholders of Sizzle and EUR hold in Pubco after the Closing?

A:     As of February 7, 2024, there were 8,576,736 shares of Sizzle Common Stock issued and outstanding. Sizzle’s public stockholders currently own 2,306,136 shares of Sizzle Common Stock, equal to approximately 26.9% of issued and outstanding Sizzle Common Stock, and our Sponsor together with our Initial Stockholders including our directors and officers currently own 722,750 private placement shares and 5,425,000 founders shares equal to approximately 71.7% of issued and outstanding Sizzle Common Stock, Cantor owns 47,250 representative shares and EBC owns 75,600 EBC Shares, together consisting of approximately 1.4% of issued and outstanding Sizzle Common Stock.

It is anticipated that, immediately following completion of the Business Combination, if there are no additional redemptions by Sizzle’s public stockholders, Sizzle’s existing stockholders, including VO Sponsor, LLC (the “Sponsor”), will own approximately 7.7% of the outstanding Pubco Ordinary Shares (of which approximately 4.9% will be owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.5% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.2% of the outstanding Pubco Ordinary Shares and EUR will own approximately 81.4% of the outstanding Pubco Ordinary Shares. If there are redemptions by Sizzle’s public stockholders up to the maximum level presented for the Business Combination in the accompanying proxy statement/prospectus, immediately following completion of the Business Combination, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.1% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.3% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.7% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.2% of the outstanding Pubco Ordinary Shares and EUR will own approximately 83.8% of the outstanding Pubco Ordinary Shares.

These percentages do not include the Earnout Shares, or shares issuable in connection with any prospective Pubco compensation plan, and are calculated based on a number of assumptions as described in the accompanying proxy statement/prospectus. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Pubco will be different. See “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on Sizzle’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table illustrates the post-Closing share ownership of Pubco under the (1) No Redemption scenario, (2) 50% Redemption Scenario and (3) Maximum redemption scenario:

____________

(1)      Presents Sizzle’s current outstanding number of public shares as of the date of this proxy statement/prospectus, which are 2,306,136 public shares after giving effect to redemptions as described in the Extension Amendments. This column assumes there are no redemptions by holders of Sizzle public shares in connection with the Special Meeting.

(2)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 50% of Sizzle’s public shares by holders of public shares in connection with the Special Meeting (equating to a redemption amount of approximately $12,742,363, assuming a redemption price of $11.05 per share, as of February 7, 2024).

(3)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus and additional redemptions by holders of Sizzle public shares in connection with the Special Meeting, and reflecting a redemption of 100%, or 2,306,136, of Sizzle’s public shares (equating to a redemption amount of approximately $25,484,726 million, assuming a redemption price of $11.05 per share, as of February 7, 2024). The maximum redemption scenario assumes the approval of the NTA Proposal.

(4)      Underlying Sizzle public shares are redeemable with the Business Combination and Sizzle public stockholders may exercise their right to have their shares redeemed for cash.

(5)      Shares currently held by the Sponsor plus the Sizzle Initial Stockholders, which includes Sizzle directors and officers, include 722,750 private placement shares held by the Sizzle Initial Stockholders and 5,425,000 founders shares held by the Sponsor. All 5,425,000 founders shares as of the date of this proxy statement/prospectus are held by Sponsor and may be voted by Sponsor, or its permitted transferees, at the Special Meeting (unless otherwise agreed by Sponsor); however, following the Special Meeting, Sponsor will transfer to the PIPE Investors 2,049,000 of such shares as of and effective prior to the Closing, as provided in the Subscription Agreements (see Note 7 below), and 250 of such shares will be forfeited. These shares may be voted by Sponsor in connection with the Special Meeting and the Business Combination Proposal, as reflected elsewhere in the Proxy Statement/Prospectus, unless otherwise agreed by Sponsor. Please see “The Business Combination Proposal — Sponsor Support Agreement.”

(6)      Shares as of the Closing held by Cantor (947,250 shares, consisting of the 900,000 shares as compensation to Cantor in connection with the deferred underwriting fee and 47,250 representative shares which Cantor purchased in a private placement in connection with the Sizzle IPO) and EBC (consisting of the EBC Shares).

(7)      Represents the number of Pubco Ordinary Shares issuable to the PIPE Investors in all redemption scenarios pursuant to the Subscription Agreements. Such shares consist of (i) an aggregate of 1,000,000 Pubco Ordinary Shares subscribed for pursuant to the Subscription Agreements, subject to offsets for purchases of Public Shares, (ii) 2,049,000 founder shares to be transferred by Sponsor prior to the Closing (effective at the Closing, as contemplated by and in accordance with the terms set forth in the Merger Agreement, each Founder Share will be cancelled and will convert into the right to receive one Ordinary Share), (iii) 1,000,000 Pubco Ordinary Shares to be issued to the PIPE Investors upon Closing, and (iv) an aggregate of up to 3,000,000 Pubco Shares to be issued to the PIPE Investors at Closing that are be released to the PIPE Investors at a rate of three Pubco Ordinary Shares for each Pubco Ordinary Share that the PIPE Investors purchase upon exercise of such PIPE Investors’ warrants. In addition, pursuant to the Subscription Agreements, at Closing the PIPE Investors will be issued warrants to purchase up to an aggregate of 1,000,000 Pubco Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the first anniversary of the Closing.

(8)      Represents Pubco Ordinary Shares to be issued at Closing pursuant to fee modification agreements entered into with various vendors and services providers. No individual vendor or service provider will own greater than 1% of the Pubco Ordinary Shares outstanding after the Closing.

(9)      The issuance 67,868,182 Pubco Ordinary Shares to EUR pursuant to the Merger Agreement in the No Redemption, 50% Redemption and Maximum Redemption scenarios. This amount has been calculated based on the stated value of $750,000,000 for the Acquired Business (as defined in the Merger Agreement) divided by the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the Closing as provided in the Merger Agreement. Such amount does not reflect the Earnout Shares that EUR may be issued pursuant to the Merger Agreement. If the full amount of the Earnout Shares were to be issued (which for this purpose is assumed to be 6,786,818 Pubco Ordinary Shares, amounting to 10% of the Pubco Ordinary Shares issued at Closing, which is the full amount of the Earnout), and after giving effect to the reallocation of Sponsor Shares, in the (a) No Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 7.1% of the outstanding Pubco Ordinary Shares (of which approximately 4.6% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.1% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 7.8% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 82.8% of the outstanding Pubco Ordinary Shares, (b) 50% Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.9% of the outstanding Pubco Ordinary Shares (of which approximately 4.6% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 7.9% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 83.9% of the outstanding Pubco Ordinary Shares, and (c) Maximum Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.7% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.0% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 85.0% of the outstanding Pubco Ordinary Shares.

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) any issuance of shares underlying the Sizzle Warrants (which after the Business Combination, will be exchanged for the Pubco Warrants) (please refer to the

table below entitled “Additional Dilution Sources” showing dilution from the exercise of Sizzle Warrants), (iii) the issuance of up to 1,000,000 Ordinary Shares underlying warrants to be issued to the PIPE Investors pursuant to the Subscription Agreements, (iv) the Earnout Shares, or (v) any adjustments to the Merger Consideration payable to EUR pursuant to terms set forth in the Merger Agreement. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each. The maximum redemption scenario described above assumes the approval of the NTA Proposal and as a result there would not be a related net tangible assets test limiting redemptions as of the Closing.

Share ownership and the related voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. Sizzle cannot predict how many Sizzle public stockholders will exercise their right to have their shares redeemed for cash. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Sizzle stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

In addition, the following table illustrates varying ownership levels of holders of Sizzle Warrants in Pubco Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise of Sizzle Warrants (which upon the occurrence of the Business Combination are exchanged for Pubco Warrants). The assumptions discussed above continue to apply other than that exercise of Sizzle Warrants. The table below does not adjust present adjustment for all of the holders described above, on a percentage basis, but only presents the percentages for holders of Sizzle Warrants assuming they exercised their warrants immediately after the closing of the Business Combination (although the terms of the Sizzle Warrant only allow exercise beginning 30 days after the Closing and only at an exercise price of $11.50 per share). The Sizzle Warrants are not subject to redemption, and accordingly will remain outstanding under any referenced redemption scenario, although given the exercise price of $11.50 per share they are unlikely to be exercised unless Pubco Ordinary Shares trade above such exercise price:

____________

(1)      All share numbers and percentages for the “Additional Dilution Sources” are presented without the potential reduction of any amounts paid by the holders of the given “Additional Dilution Sources” and therefore may overstate the presentation of dilution. Calculation does not give effect to the exercise price of $11.50 paid upon exercise of the Sizzle Warrants.

(2)      Shows actual outstanding securities after giving effect to the Extension Amendment. The Extension Amendment had no effect on outstanding Sizzle Warrants.

(3)      Assumes that 50% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(4)      Assumes that 100% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(5)      Assumes exercise of all Sizzle Warrants exercisable to purchase 7,750,000 shares of Sizzle Common Stock. Assumes exchange of all Sizzle Warrants for Pubco Warrants in connection with the Business Combination.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

The following table shows the dilutive effect and the effect on the per share value of Pubco Ordinary Shares held by non-redeeming holders of Sizzle Common Stock under a range of redemption scenarios and Sizzle Warrant exercise scenarios:

____________

(1)      Amounts shown take into account (x) 11,076,703 shares of Sizzle Common Stock that were tendered for redemption in connection with the special meeting of shareholders held on February 1, 2023 at a redemption price of approximately $10.32 per share, (y) 1,337,244 shares of Sizzle Common Stock that were tendered for redemption in in connection with the Second Extension Meeting held on August 7, 2023 at a redemption price of approximately $10.85 per share and (z) 779,917 shares of Sizzle Common Stock that were tendered for redemption in in connection with the Second Extension Meeting held on February 6, 2024 at a redemption price of approximately $11.05 per share.

(2)      Assumes that 50% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(3)      Assumes that 100% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination and the NTA Proposal is approved.

(4)      Based on a post-transaction equity value of Pubco of $750 million adjusted for no redemptions.

(5)      Based on a post-transaction equity value of Pubco of $750 million adjusted for 50% redemptions.

(6)      Based on a post-transaction equity value of Pubco of $750 million adjusted for maximum redemptions.

(7)      Represents the post-Closing share ownership in Pubco held by non-redeeming holders of Sizzle Common Stock assuming various levels of redemption by holders of Sizzle Common Stock.

(8)      Represents the Base Scenario excluding the founders shares and private placement shares held by Sponsor and the Sizzle Initial Stockholders (which are referred to collectively in this table as “Sponsor Shares”) and excluding the representative shares held by Cantor and excluding the EBC Shares held by EBC (which are referred to collectively in this table as “Rep Shares”).

(9)      Represents the Base Scenario plus the full exercise of the Sizzle Warrants for 7,750,000 Pubco Ordinary Shares.

(10)    Does not account for proceeds paid to Sizzle or Pubco, if any, in connection with payment of the exercise prices for Sizzle Warrants or Pubco Warrants.

For further details, see “Business Combination Proposal — Merger Consideration.”

Q:     How much cash will be available to Pubco following the closing of the Business Combination, assuming maximum and minimum redemptions? To what extent will Pubco need to secure additional financing in connection with the Business Combination following the Business Combination?

A:     Following the closing of the Business Combination, it is currently anticipated that Pubco will have available to it (i) approximately $26.5 million of cash from the Trust Account and the PIPE Financing, after payment of estimated expenses and assuming no redemptions are made by Sizzle public stockholders prior to the closing of the Business Combination, (ii) approximately $13.8 million of cash from the Trust Account and the PIPE Financing, after payment of estimated expenses and assuming a 50% redemptions scenario, and (iii) approximately $1.0 million of cash from the Trust Account and the PIPE Financing, after payment of estimated expenses and assuming a 100% redemptions scenario. See the section of this Supplement entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is subject to customary closing conditions, including a minimum cash condition that the funds that are in the Trust Account, together with the cash on Sizzle’s balance and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of Pubco entered into prior to Closing, equal $40 million, before payment of transaction expenses. Absent additional funding prior to Closing, Pubco expects that the Minimum Cash Condition will not be satisfied. In such case, Pubco expects to waive the Minimum Cash Condition and, subject to the satisfaction (or waiver) of all other closing conditions, to proceed with the consummation of the Business Combination. For a description of the financing arrangements entered into, or expected to be entered into, by Sizzle and/or Pubco in connection with the Business Combination, please see “The Business Combination Proposal — Financing Arrangements.” See also “Risk Factors — Risks Relating to Sizzle, Pubco and the Business Combination — The Merger Agreement includes a Minimum Cash Condition as a condition to the consummation of the Business Combination, which may make it more difficult for Sizzle to complete the Business Combination as contemplated.”

The Sponsor has made certain commitments regarding funding of Sizzle. The Sponsor has agreed that it will be liable to Sizzle, if and to the extent any claims by a vendor for services rendered or products sold to Sizzle, or a prospective target business with which Sizzle has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Sizzle’s indemnity of the underwriters in its IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Sizzle seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which Sizzle does business, execute agreements with Sizzle waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

In order to meet Sizzle’s working capital needs, the Sponsor or its affiliates, or Sizzle’s officers and directors may, but are not obligated to, loan Sizzle funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would

be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at a holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. If Sizzle does not complete a business combination, Sizzle may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

There were no amounts outstanding relating to Working Capital Loans at September 30, 2023 or December 31, 2022. See “Certain Relationships and Related Party Transactions.”

Following the Business Combination, the Combined Entity believes it will have enough cash on its balance sheet to finance operations.

On July 4, 2023, Pubco entered into an equity line of credit share purchase agreement (the “GEM Agreement”) and related registration rights agreement with GEM Global Yield LLC SCS (the “GEM Investor”) and GEM Yield Bahamas Ltd. (“GYBL”), pursuant to which Pubco may issue up to $125,000,000 of Pubco Ordinary Shares following the closing of the Business Combination (the “Equity Line of Credit”). The GEM Agreement is attached to the Proxy Statement/Prospectus as Annex F. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — GEM Agreement.”

On February 8, 2024, Sizzle, Pubco and Sponsor entered into separate subscription agreements (each, a “Subscription Agreement”) with three funds affiliated with Empery Asset Management, LP (each, a “PIPE Investor”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase from Critical Metals, and Critical Metals agreed to issue and sell to the PIPE Investors, an aggregate of 1,000,000 Pubco Ordinary Shares, of Critical Metals for a purchase price of $10.00 per share, resulting in an aggregate purchase price of $10 million for all three PIPE Investors, subject to offsets for purchases Public Shares, all on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The subscription obligations under the Subscription Agreement may be offset on a share for share basis by open market purchases of Sizzle’s public shares of common stock (each, a “Public Share”), by the PIPE Investors after Sizzle’s redemption deadline for its stockholder meeting to approve the Proposed Business Combination where the PIPE Investors make such purchases at no more than the redemption price and do not redeem such Public Shares (and where Pubco will pay to the PIPE Investors at the Closing of the Business Combination the difference between the price paid by the PIPE Investors for such open market purchases and $10.00 per share). The Pubco Ordinary Shares issuable pursuant to the PIPE Financing will be issued substantially concurrently with the closing of the Proposed Business Combination. The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination.

For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements — Subscription Agreements.” For risks relating to the Subscription Agreements, please see the section of this Supplement entitled “Risk Factors” and the risk titled: “The issuance of Pubco Ordinary Shares to the PIPE Investors pursuant to the Subscription Agreements would cause substantial dilution, which could materially affect the trading price of Pubco Ordinary Shares.”

Further, Sizzle and Pubco are engaged in various discussions with third parties related to additional potential equity investments in Pubco, which investments may take the form of convertible preferred shares, ordinary shares or other equity securities. For additional information, see “The Business Combination Proposal — Related Agreements — Financing Arrangements.”

We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all.

Updates to Summary of the Proxy Statement/Prospectus

The paragraphs under the heading “Vellar Agreement” in the section of the Proxy Statement/Prospectus entitled “Summary of the Proxy Statement/Prospectus” is deleted in its entirety.

In addition, the following amends, restates and supplements the paragraphs under the headings “Registration Rights,” “the Nasdaq Proposal,” “Total Shares to be Issued in the Business Combination” and “Sources and Uses of Funds for the Business Combination” in the section of the Proxy Statement/Prospectus entitled “Summary of the Proxy Statement/Prospectus” in their entirety.

Registration Rights

The Merger Agreement provides that effective as of the Closing, Sizzle, Pubco, the Sponsor and EUR, and the holders of specified “Registrable Shares” pursuant to the registration rights agreement which we entered into in connection with our IPO, will enter into an amended and restated registration rights agreement. This amended registration rights agreement requires Pubco to file a registration statement covering applicable Registrable Shares, as defined in the registration rights agreement, of these parties, within 45 days of Closing of the Business Combination, and use commercially reasonable efforts to have such registration statement declared effective by the SEC. All of the holders of Registrable Shares have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require us to register for resale those securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the securities.

In connection with the entry into the GEM Agreement, Pubco and GEM Investor simultaneously entered into a registration rights agreement (the “GEM RRA”). Pursuant to the GEM RRA, Pubco is required to, as soon as practicable but no later than 30 calendar days following the date of public listing, submit to or file with the SEC a registration statement registering the resale of such shares and to use its commercially reasonable efforts to have such registration statement declared effective no later than the earlier of (A) the 45th calendar day following the filing of the GEM RRA and (B) the 5th business day after the date Pubco is notified (orally or in writing, whichever is earlier) by the SEC that the GEM RRA will not be “reviewed” or will not be subject to further review.

Pursuant to the Subscription Agreement, Critical Metals agreed that, within 30 days following the Closing, Critical Metals will file with the SEC a registration statement registering the resale of the Pubco Ordinary Shares issued or issuable in the PIPE Financing (the “PIPE Resale Registration Statement”) and will use its reasonable best efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but in any event within 60 days after the Closing (or 90 days after the Closing in the event of a “full review” of the PIPE Resale Registration Statement by the SEC) or, if earlier, the fifth trading day after Critical Metals is notified by the SEC that the PIPE Resale Registration Statement will not be reviewed or is no longer subject to further review and comments, and maintain the effectiveness of the PIPE Resale Registration Statement (in each case, subject to liquidated damages for failure to meet the registration requirements).

The Nasdaq Proposal

Sizzle is asking its stockholders to consider and vote on a proposal to approve the issuance of up to approximately 78,329,588 Pubco Ordinary Shares to European Lithium AT (Investments) Limited Holders, Sizzle stockholders, Cantor, EBC and others upon the Closing (all of whom, other than Sizzle public stockholders and the PIPE Investors, will be subject to lock-up restrictions for one year following Closing), up to an additional 7,550,000 Pubco Ordinary Shares to holders of Sizzle Warrants, which upon the Closing will be exchanged for Pubco Warrants, approximately 6,786,818 Pubco Ordinary Shares which are contingently issuable relating to the Earnout (such actual number to be based on the Closing Share Consideration), up to approximately 1,666,592 Pubco Ordinary Shares to GBYL upon exercise of the GEM Warrant (such warrant grants GBYL the right to purchase Pubco Ordinary Shares in an amount equal to 2.0% of the total number of Pubco Ordinary Shares outstanding as of the closing of the Business Combination (subject to adjustments described therein) and assuming no redemptions by Sizzle public stockholders), up to an additional 350,000 Pubco Ordinary Shares upon exercise of the Polar Warrant and up to 6,000,000 Pubco Ordinary Shares in connection with the PIPE Financing (including pursuant to the warrant to purchase Pubco Ordinary Shares issuable in connection with the PIPE Financing).

Total Shares to be Issued in the Business Combination

Sizzle’s public stockholders currently own 2,306,136 shares of Sizzle Common Stock, or approximately 26.9% of issued and outstanding Sizzle Common Stock, and our Sponsor together with our Initial Stockholders including our directors and officers currently own approximately 722,750 private placement shares and 5,425,000 founders shares equal to 71.7% of issued and outstanding Sizzle Common Stock, Cantor owns 47,250 private placement shares and EBC owns 75,600 EBC Shares, together consisting of approximately 1.4% of issued and outstanding Sizzle Common Stock.

It is anticipated that, immediately following completion of the Business Combination, if there are no additional redemptions by Sizzle’s public stockholders, Sizzle’s existing stockholders, including Sponsor, will own approximately 7.7% of the outstanding Pubco Ordinary Shares (of which approximately 4.9% will be owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.5% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.2% of the outstanding Pubco Ordinary Shares and EUR will own approximately 81.4% of the outstanding Pubco Ordinary Shares.

For a Description of Pubco’s securities, see the section of the Proxy Statement/Prospectus entitled “Description of Securities of Pubco” which provides a description of Pubco Ordinary Shares and Pubco warrants.

If there are redemptions by Sizzle’s public stockholders up to the maximum level presented for the Business Combination in the accompanying proxy statement/prospectus, immediately following completion of the Business Combination, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.1% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s directors and officers), Sizzle’s underwriter and advisor in connection with its initial public offering will own approximately 1.3% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.7% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.2% of the outstanding Pubco Ordinary Shares and EUR will own approximately 83.8% of the outstanding Pubco Ordinary Shares. If the actual facts are different than these assumptions (based on redemptions by Sizzle’s public stockholders, changes in the terms of the Business Combination, adjustments to the Merger Consideration pursuant to the Merger Agreement or otherwise), the percentage ownership interests in Pubco post-Business Combination may be different. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table illustrates the post-Closing share ownership of Pubco under the (1) No Redemption scenario, (2) 50% Redemption scenario and (3) Maximum redemption scenario:

____________

(1)      Presents Sizzle’s current outstanding number of public shares as of the date of this proxy statement/prospectus, which are 2,306,136 public shares after giving effect to redemptions as described in the Extension Amendments. This column assumes there are no redemptions by holders of Sizzle public shares in connection with the Special Meeting.

(2)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 50% of Sizzle’s public shares by holders of public shares in connection with the Special Meeting (equating to a redemption amount of approximately $12,742,363, assuming a redemption price of $11.05 per share, as of February 7, 2024).

(3)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus and additional redemptions by holders of Sizzle public shares in connection with the Special Meeting, and reflecting a redemption of 100%, or 2,306,136, of Sizzle’s public shares (equating to a redemption amount of approximately $25,484,726 million, assuming a redemption price of $11.05 per share, as of February 7, 2024). The maximum redemption scenario assumes the approval of the NTA Proposal.

(4)      Underlying Sizzle public shares are redeemable with the Business Combination and Sizzle public stockholders may exercise their right to have their shares redeemed for cash.

(5)      Shares currently held by the Sponsor plus the Sizzle Initial Stockholders, which includes Sizzle directors and officers, include 722,750 private placement shares held by the Sizzle Initial Stockholders and 5,425,000 founders shares held by the Sponsor. All 5,425,000 founders shares as of the date of this proxy statement/prospectus are held by Sponsor and may be voted by Sponsor, or its permitted transferees, at the Special Meeting (unless otherwise agreed by Sponsor); however, following the Special Meeting, Sponsor will transfer to the PIPE Investors 2,049,000 of such shares as of and effective prior to the Closing, as provided in the Subscription Agreements (see Note 7 below), and 250 of such shares will be forfeited. These shares may be voted by Sponsor in connection with the Special Meeting and the Business Combination Proposal, as reflected elsewhere in the Proxy Statement/Prospectus, unless otherwise agreed by Sponsor. Please see “The Business Combination Proposal — Sponsor Support Agreement.”

(6)      Shares as of the Closing held by Cantor (947,250 shares, consisting of the 900,000 shares as compensation to Cantor in connection with the deferred underwriting fee and 47,250 representative shares which Cantor purchased in a private placement in connection with the Sizzle IPO) and EBC (consisting of the EBC Shares).

(7)      Represents the number of Pubco Ordinary Shares issuable to the PIPE Investors in all redemption scenarios pursuant to the Subscription Agreements. Such shares consist of (i) an aggregate of 1,000,000 Pubco Ordinary Shares subscribed for pursuant to the Subscription Agreements, subject to offsets for purchases of Public Shares, (ii) 2,049,000 founder shares to be transferred by Sponsor prior to the Closing (effective at the Closing, as contemplated by and in accordance with the terms set forth in the Merger Agreement, each Founder Share will be cancelled and will convert into the right to receive one Ordinary Share), (iii) 1,000,000 Pubco Ordinary Shares to be issued to the PIPE Investors upon Closing, and (iv) an aggregate of up to 3,000,000 Pubco Shares to be issued to the PIPE Investors at Closing that are be released to the PIPE Investors at a rate of three Pubco Ordinary Shares for each Pubco Ordinary Share that the PIPE Investors purchase upon exercise of such PIPE Investors’ warrants. In addition, pursuant to the Subscription Agreements, at Closing the PIPE Investors will be issued warrants to purchase up to an aggregate of 1,000,000 Pubco Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the first anniversary of the Closing.

(8)      Represents Pubco Ordinary Shares to be issued at Closing pursuant to fee modification agreements entered into with various vendors and services providers. No individual vendor or service provider will own greater than 1% of the Pubco Ordinary Shares outstanding after the Closing.

(9)      The issuance 67,868,182 Pubco Ordinary Shares to EUR pursuant to the Merger Agreement in the No Redemption, 50% Redemption and Maximum Redemption scenarios. This amount has been calculated based on the stated value of $750,000,000 for the Acquired Business (as defined in the Merger Agreement) divided by the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the Closing as provided in the Merger Agreement. Such amount does not reflect the Earnout Shares that EUR may be issued pursuant to the Merger Agreement. If the full amount of the Earnout Shares were to be issued (which for this purpose is assumed to be 6,786,818 Pubco Ordinary Shares, amounting to 10% of the Pubco Ordinary Shares issued at Closing, which is the full amount of the Earnout), and after giving effect to the reallocation of Sponsor Shares, in the (a) No Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 7.1% of the outstanding Pubco Ordinary Shares (of which approximately 4.6% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.1% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 7.8% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 82.8% of the outstanding Pubco Ordinary Shares, (b) 50% Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.9% of the outstanding Pubco Ordinary Shares (of which approximately 4.6% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 7.9% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 83.9% of the outstanding Pubco Ordinary Shares, and (c) Maximum Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.7% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.0% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 85.0% of the outstanding Pubco Ordinary Shares.

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) any issuance of shares underlying the Sizzle Warrants (which after the Business Combination, will be exchanged for the Pubco Warrants) (please refer to the table below entitled “Additional Dilution Sources” showing dilution from the exercise of Sizzle Warrants), (iii) the issuance of up to 1,000,000 Ordinary Shares underlying warrants to be issued to the PIPE

Investors pursuant to the Subscription Agreements, (iv) the Earnout Shares, or (v) any adjustments to the Merger Consideration payable to EUR pursuant to terms set forth in the Merger Agreement. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each. The maximum redemption scenario described above assumes the approval of the NTA Proposal and as a result there would not be a related net tangible assets test limiting redemptions as of the Closing.

Share ownership and the related voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. Sizzle cannot predict how many Sizzle public stockholders will exercise their right to have their shares redeemed for cash. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Sizzle stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming the No Redemptions Scenario (which assumes no redemptions in connection with the Special Meeting to approve the Business Combination)*:

The following table summarizes the sources and uses for funding the Business Combination assuming Sizzle stockholders exercise their redemption rights assuming 50% redemptions:

The following table summarizes the sources and uses for funding the Business Combination assuming Sizzle stockholders exercise their redemption rights assuming maximum redemption:

____________

*        The amount of Sizzle Cash reflects the amount in Sizzle’s Trust Account as of February 7, 2024.

UPDATES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following amends and restates the section of the Proxy Statement/Prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” in its entirety.

Pubco and Sizzle are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The following tables present, as of the dates and for the periods presented, unaudited pro forma condensed combined financial information of Pubco and its consolidated subsidiaries after giving effect to the consummation of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X (as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”) and is provided to aid you in your analysis of the financial aspects of the Business Combination.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2023 combines the audited historical balance sheet of the Company as of June 30, 2023 and the unaudited historical balance sheet data of Sizzle as of June 30, 2023, giving pro forma effect to the Business Combination as if it had occurred on June 30, 2023. The following unaudited pro forma condensed combined statement of operations for the year ended June 30, 2023 combines the historical statement of operations of the Company for the year ended June 30, 2023 and the historical statement of operations of Sizzle for the period from June 30, 2022 to June 30, 2023, giving pro forma effect to the Business Combination as if it had occurred on July 1, 2022. The historical financial information of the Company was derived from the audited financial statements of the Company as of and for the year ended June 30, 2023; and the historical financial information of Sizzle was derived from the audited financial statements of Sizzle as of December 31, 2022 and 2021, and the unaudited condensed financial statements for the periods ended June 30, 2023 and 2022, by subtracting from the results of the operations for twelve months ended December 31, 2022 the results of the operations for the six months ended June 30, 2022 and adding results of the operations ended June 30, 2023.

The historical financial statements of the Company have been prepared in accordance with IFRS and in its presentation currency of the U.S. dollar. The presentation currency of the Company has been determined to be U.S. dollars reflecting the current principal equity and financing structure. The results and financial position of the Company and any of its subsidiaries (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency in accordance with the accounting policy outlined in the audited financial statements of the Company. The historical financial statements of Sizzle have been prepared in accordance with U.S. GAAP and in its presentation currency of the U.S. dollar. Following the Business Combination, Pubco will qualify as a foreign private issuer and will prepare its financial statements in accordance with IFRS. Accordingly, the following unaudited pro forma condensed combined financial information has been prepared in accordance with IFRS, and no material accounting policy difference is identified in converting Sizzle’s historical financial statements to IFRS. See “Important Information about U.S. GAAP and IFRS.” The historical financial information of the Company included in the following unaudited pro forma condensed combined financial information has been presented in its presentation currency of the U.S. dollar.

Assumptions and estimates underlying the unaudited pro forma adjustments reflected in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to indicate the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information does not consider any potential impacts of changes in market conditions on revenues, expense efficiencies, asset dispositions, acquisitions, and share repurchases, among other factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. As a result, actual results may differ materially from the unaudited pro forma condensed combined financial information presented in this section.

The Business Combination is expected to be accounted for as a share-based payment transaction in accordance with IFRS 2. Management has evaluated all the indicators of control from IFRS 10 and IFRS 3. Although there is a higher level of judgement when it comes to the analysis of the conditions set forth in IFRS 3, we believe that the indicators of relative voting rights, composition of governing body, composition of senior management, terms

of exchange, relative size, and other factors favored EUR as the accounting acquirer. Accordingly, for accounting purposes, management has determined that EUR is the accounting acquirer under IFRS 3 and the SPAC is considered to be the accounting acquiree for financial reporting purposes. Under this method of accounting, the ongoing financial statements of Pubco will reflect the net assets of the Company, the accounting predecessor at historical cost, with no additional goodwill recognized.

The Company has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

•        European Lithium, the Company’s sole shareholder, will have the largest portion of relative voting rights in Pubco (regardless of the number of public stockholders that elect to have their public shares redeemed in connection with the Business Combination);

•        the initial Pubco Board is expected to consist of five directors at the closing of the Business Combination, with four directors nominated by European Lithium and one directors nominated by Sizzle;

•        the Company’s existing operations will represent all the ongoing operations of the post-combination company; and

•        the purpose and intent of the Business Combination is to create an operating public company, with management continuing to use the assets of the Company to grow the business.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by public stockholders of public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing):

•        Assuming No Redemptions: Presents Sizzle’s current outstanding number of public shares as of the date of this proxy statement/prospectus, which are 2,306,136 public shares (consisting of 15,500,000 public shares originally sold as Sizzle Units in the Sizzle IPO, as adjusted for 11,076,703 public shares redeemed by holders of public shares in connection with the Original Extension Meeting on February 1, 2023 at a redemption price of approximately $10.32 per share, or approximately $114.3 million in total, 1,337,244 public shares redeemed by holders of public shares in connection with the Second Extension Meeting on August 7, 2023 at a redemption price of approximately $10.85 per share, or approximately $14.5 million in total, and 779,917 public shares redeemed by holders of public shares in connection with the Third Extension Meeting on February 6, 2024 at a redemption price of approximately $11.05 per share, or approximately $8.6 million in total, resulting thereafter in approximately $25, 484,725.80 in the Trust Account as of February 7, 2024). This column assumes there are no redemptions by holders of Sizzle public shares in connection with the Special Meeting.

•        Assuming 50% Redemptions: Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 50% of Sizzle’s public shares by holders of public shares in connection with the Special Meeting (equating to a redemption amount of approximately $12,742,363, assuming a redemption price of $11.05 per share, as of February 7, 2024).

•        Assuming Maximum Redemptions: Presents the number of Sizzle’s public shares, after giving effect redemptions as of the date of this proxy statement/prospectus and additional redemptions by holders of Sizzle public shares in connection with the Special Meeting, and reflecting a redemption of 100%, or 2,306,136 of Sizzle’s public shares (equating to a redemption amount of approximately $25,484,726, assuming a redemption price of $11.04 per share, as of February 7, 2024).

Absent additional funding prior to Closing, Pubco expects that the Minimum Cash Condition will not be satisfied. In such case, Pubco expects to waive the Minimum Cash Condition and, subject to the satisfaction (or waiver) of all other closing conditions, to proceed with the consummation of the Business Combination.

In addition, in the Maximum Redemption Scenario, Pubco will have less than $5,000,001 of net tangible assets remaining following the closing, which would have the effect of prohibiting the consummation of the business combination. However, if the NTA Proposal is approved and adopted as described in this proxy statement/prospectus,

Sizzle’s charter will be amended prior to closing to remove the limitation on consummating the business combination in situations where Sizzle’s net tangible assets would be below $5,000,001. Please read “The NTA Proposal (Proposal 1)” in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information presented under each redemptions scenario in the tables below is only presented for illustrative purposes. Sizzle cannot predict how many public stockholders will exercise their right to have their public shares redeemed for cash. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts assumed in the preparation of the following unaudited pro forma condensed combined financial information. As a result, actual results may also differ from the unaudited pro forma condensed combined financial information presented in this section if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to Sizzle and the Business Combination — The ability of Sizzle’s public shareholders to exercise redemption rights with respect to a large number of Sizzle’s outstanding public shares could increase the possibility that the Business Combination would limit Pubco’s working capital, liquidity and public float following the Business Combination.”

The following table illustrates the post-Closing share ownership of Pubco under the (1) No Redemption scenario, (2) 50% Redemption scenario and (3) Maximum redemption scenario:

____________

(1)      Presents Sizzle’s current outstanding number of public shares as of the date of this proxy statement/prospectus, which are 2,306,136 public shares after giving effect to redemptions as described in the Extension Amendments. This column assumes there are no redemptions by holders of Sizzle public shares in connection with the Special Meeting.

(2)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 50% of Sizzle’s public shares by holders of public shares in connection with the Special Meeting (equating to a redemption amount of approximately $12,742,363, assuming a redemption price of $11.05 per share, as of February 7, 2024).

(3)      Presents the number of Sizzle’s public shares, after giving effect to redemptions as of the date of this proxy statement/prospectus and additional redemptions by holders of Sizzle public shares in connection with the Special Meeting, and reflecting a redemption of 100%, or 2,306,136, of Sizzle’s public shares (equating to a redemption amount of approximately $25,484,726 million, assuming a redemption price of $11.05 per share, as of February 7, 2024). The maximum redemption scenario assumes the approval of the NTA Proposal.

(4)      Underlying Sizzle public shares are redeemable with the Business Combination and Sizzle public stockholders may exercise their right to have their shares redeemed for cash.

(5)      Shares currently held by the Sponsor plus the Sizzle Initial Stockholders, which includes Sizzle directors and officers, include 722,750 private placement shares held by the Sizzle Initial Stockholders and 5,425,000 founders shares held by the Sponsor. All 5,425,000 founders shares as of the date of this proxy statement/prospectus are held by Sponsor and may be voted by Sponsor, or its permitted transferees, at the Special Meeting (unless otherwise agreed by Sponsor); however, following the Special Meeting, Sponsor will transfer to the PIPE Investors 2,049,000 of such shares as of and effective prior to the Closing, as provided in the Subscription Agreements (see Note 7 below), and 250 of such shares will be forfeited. These shares may be voted by Sponsor in connection with the Special Meeting and the Business Combination Proposal, as reflected elsewhere in the Proxy Statement/Prospectus, unless otherwise agreed by Sponsor. Please see “The Business Combination Proposal — Sponsor Support Agreement.”

(6)      Shares as of the Closing held by Cantor (947,250 shares, consisting of the 900,000 shares as compensation to Cantor in connection with the deferred underwriting fee and 47,250 representative shares which Cantor purchased in a private placement in connection with the Sizzle IPO) and EBC (consisting of the EBC Shares).

(7)      Represents the number of Pubco Ordinary Shares issuable to the PIPE Investors in all redemption scenarios pursuant to the Subscription Agreements. Such shares consist of (i) an aggregate of 1,000,000 Pubco Ordinary Shares subscribed for pursuant to the Subscription Agreements, subject to offsets for purchases of Public Shares, (ii) 2,049,000 founder shares to be transferred by Sponsor prior to the Closing (effective at the Closing, as contemplated by and in accordance with the terms set forth in the Merger Agreement, each Founder Share will be cancelled and will convert into the right to receive one Ordinary Share), (iii) 1,000,000 Pubco Ordinary Shares to be issued to the PIPE Investors upon Closing, and (iv) an aggregate of up to 3,000,000 Pubco Shares to be issued to the PIPE Investors at Closing that are be released to the PIPE Investors at a rate of three Pubco Ordinary Shares for each Pubco Ordinary Share that the PIPE Investors purchase upon exercise of such PIPE Investors’ warrants. In addition, pursuant to the Subscription Agreements, at Closing the PIPE Investors will be issued warrants to purchase up to an aggregate of 1,000,000 Pubco Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the first anniversary of the Closing.

(8)      Represents Pubco Ordinary Shares to be issued at Closing pursuant to fee modification agreements entered into with various vendors and services providers. No individual vendor or service provider will own greater than 1% of the Pubco Ordinary Shares outstanding after the Closing.

(9)      The issuance 67,868,182 Pubco Ordinary Shares to EUR pursuant to the Merger Agreement in the No Redemption, 50% Redemption and Maximum Redemption scenarios. This amount has been calculated based on the stated value of $750,000,000 for the Acquired Business (as defined in the Merger Agreement) divided by the redemption amount per share of Sizzle Common Stock payable to Sizzle stockholders in connection with the Closing as provided in the Merger Agreement. Such amount does not reflect the Earnout Shares that EUR may be issued pursuant to the Merger Agreement. If the full amount of the Earnout Shares were to be issued (which for this purpose is assumed to be 6,786,818 Pubco Ordinary Shares, amounting to 10% of the Pubco Ordinary Shares issued at Closing, which is the full amount of the Earnout), and after giving effect to the reallocation of Sponsor Shares, in the (a) No Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 7.1% of the outstanding Pubco Ordinary Shares (of which approximately 4.6% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.1% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 7.8% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 82.8% of the outstanding Pubco Ordinary Shares, (b) 50% Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 5.9% of the outstanding Pubco Ordinary Shares (of which approximately 4.6% will be owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 7.9% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 83.9% of the outstanding Pubco Ordinary Shares, and (c) Maximum Redemption Scenario, Sizzle’s existing stockholders, including the Sponsor, will own approximately 4.7% of the outstanding Pubco Ordinary Shares (with all of such shares being owned by the Sponsor and Sizzle’s officers and directors), Cantor and EBC will own approximately 1.2% of the outstanding Pubco Ordinary Shares, the PIPE Investors will own approximately 8.0% of the outstanding Pubco Ordinary Shares, certain other parties will own approximately 1.1% of the outstanding Pubco Ordinary Shares and EUR will own approximately 85.0% of the outstanding Pubco Ordinary Shares.

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) any issuance of shares underlying the Sizzle Warrants (which after the Business Combination, will be exchanged for the Pubco Warrants) (please refer to the table below entitled “Additional Dilution Sources” showing dilution from the exercise of Sizzle Warrants), (iii) the issuance of up to 1,000,000 Ordinary Shares underlying warrants to be issued to the PIPE Investors pursuant to the Subscription Agreements, (iv) the Earnout Shares, or (v) any adjustments to the Merger Consideration payable to EUR pursuant to terms set forth in the Merger Agreement. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each. The maximum redemption scenario described above assumes the approval of the NTA Proposal and as a result there would not be a related net tangible assets test limiting redemptions as of the Closing.

Share ownership and the related voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. Sizzle cannot predict how many Sizzle public stockholders will exercise their right to have their shares redeemed for cash. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Sizzle stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

In addition, the following table illustrates varying ownership levels of holders of Sizzle Warrants in Pubco Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise of Sizzle Warrants (which upon the occurrence of the Business Combination are exchanged for Pubco Warrants). The assumptions discussed above

continue to apply other than that exercise of Sizzle Warrants. The table below does not adjust present adjustment for all of the holders described above, on a percentage basis, but only presents the percentages for holders of Sizzle Warrants assuming they exercised their warrants immediately after the closing of the Business Combination (although the terms of the Sizzle Warrant only allow exercise beginning 30 days after the Closing and only at an exercise price of $11.50 per share). The Sizzle Warrants are not subject to redemption, and accordingly will remain outstanding under any referenced redemption scenario, although given the exercise price of $11.50 per share they are unlikely to be exercised unless Pubco Ordinary Shares trade above such exercise price:

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(1)      All share numbers and percentages for the “Additional Dilution Sources” are presented without the potential reduction of any amounts paid by the holders of the given “Additional Dilution Sources” and therefore may overstate the presentation of dilution. Calculation does not give effect to the exercise price of $11.50 paid upon exercise of the Sizzle Warrants.

(2)      Shows actual outstanding securities after giving effect to the Extension Amendment. The Extension Amendment had no effect on outstanding Sizzle Warrants.

(3)      Assumes that 50% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(4)      Assumes that 100% of Sizzle’s remaining outstanding public shares are redeemed in connection with the Business Combination.

(5)      Assumes exercise of all Sizzle Warrants exercisable to purchase 7,750,000 shares of Sizzle Common Stock. Assumes exchange of all Sizzle Warrants for Pubco Warrants in connection with the Business Combination.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

UNAUDITED PRO FORMA COMBINED
BALANCE SHEET
AS OF JUNE 30, 2023

UNAUDITED PRO FORMA COMBINED
BALANCE SHEET — (Continued)
AS OF JUNE 30, 2023