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United States securities and exchange commission logo
January 19, 2023
Tony Sage
Executive Chairman
Critical Metals Corp.
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
Re: Critical Metals
Corp.
Registration
Statement on Form F-4
Filed December 23,
2022
File No. 333-268970
Dear Tony Sage:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
FORM F-4
Questions and Answers for Stockholders of Sizzle
Are the proposals conditioned on one another?, page 12
1. You disclose that
Sizzle issued a press release on December 16, 2022 announcing that its
Extension Meeting,
originally scheduled for Monday, December 19, 2022, was postponed
"to a future
to-be-determined date at the beginning of February 2023." Please provide
updated disclosure
throughout the filing regarding the status of such meeting and discuss
the potential impact to
investors. Also discuss the reasons for subsequently announced
changes to the terms of
the agreement and plan of merger.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
January 19,NameCritical
2023 Metals Corp.
January
Page 2 19, 2023 Page 2
FirstName LastName
May Sizzle, the Sponsor or Sizzle's directors, officers, advisors or their
affiliates purchase
shares..., page 14
2. We note you disclose here and in a separate risk factor at page 99
that the Sponsor,
Sizzle s directors and officers and advisors and their respective
affiliates may purchase
shares in privately negotiated transactions or in the open market
prior to the completion of
the business combination, although they are under no obligation to do
so. You further
state that any such privately negotiated purchases may be effected at
purchase prices that
are in excess of the per-share pro rata portion of the aggregate
amount then on deposit in
the Trust Account. Please provide us with your analysis as to how such
purchases would
comply with Exchange Act Rule 14e-5.
What interests do Sizzle's current officers and directors have in the Business
Combination?, page
18
3. You disclose that the Sponsor, as well as Sizzle s officers and
directors, and their
affiliates, are entitled to reimbursement of certain out-of-pocket
expenses incurred by
them in connection with identifying, investigating, negotiating and
completing a business
combination. Please quantify the out-of-pocket expenses and any other
fees for which
Sizzle, as well as Sizzle's officers and directors, and their
affiliates are awaiting
reimbursement.
What are the U.S. federal income tax consequences if I do not exercise my
redemption rights and
instead participate..., page 22
4. We note you disclose that it is intended that the Business
Combination will qualify as
part of an exchange described in Section 351. We further note you
disclose on page 164
that the "surrender by a U.S. Holder of the shares of Common Stock in
exchange for the
Pubco Ordinary Shares pursuant to the Business Combination, when taken
together with
the other steps of the Business Combination, "should qualify" as a
non-recognition
transaction pursuant to Section 351(a) of the Code and that "the
provisions of Section
351(a) of the Code are complex and qualification as a non-recognition
transaction
thereunder could be adversely affected by events or actions that occur
following the
Business Combination." If there is uncertainty regarding the tax
treatment of the business
combination, counsel s opinion should discuss the degree of
uncertainty and make clear
why it cannot give a firm opinion. Please advise or revise. For
guidance, see Section III
of Staff Legal Bulletin No. 19.
Summary of the Proxy Statement/Prospectus
Conditions to Consummation of the Business Combination, page 30
5. We note your statement at page 85 that "Sizzle intends to seek to
arrange for additional
financing, the proceeds of which would be used to satisfy the Minimum
Cash Condition
required to consummate the Business Combination." Please revise to
provide additional
details regarding the status of your plans to obtain the additional
financing you reference
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
January 19,NameCritical
2023 Metals Corp.
January
Page 3 19, 2023 Page 3
FirstName LastName
here and elsewhere in order to satisfy the specified $40,000,000
"Minimum Cash
Condition."
Total Shares to be Issued in the Business Combination, page 35
6. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination, including earnout shares, at each of the redemption
levels detailed in your
sensitivity analysis, including any needed assumptions.
Marshall & Stevens Opinion, page 45
7. With regard to the independent financial advisor's written opinion,
you state here and at
page 135 that the "included copy is provided only for informational
purposes and is not
for the benefit of or to be relied on by any person or entity other
than the Board."
Similarly, at page 3 of Annex E (the opinion), the advisor indicates:
"Our Opinion
expressed herein has been prepared for the Board in connection with
its consideration of
the Transaction and may not be relied upon by any other person or
entity or for any other
purpose." Please ask the advisor to remove from the opinion the
disclaimer regarding
reliance, and make corresponding revisions to the related proxy
statement/prospectus
disclosure.
Unaudited Pro Forma Condensed Combined Financial Information, page 52
8. In the table that illustrates varying ownership levels of the issued
and outstanding capital
stock of Pubco we note the inclusion of 4,098,500 shares outstanding
for Sizzle Sponsor,
initial stockholders and directors and officers. In other areas of the
filing, including in
Note 7 on page F-17, you disclose there are 5,425,000 founder shares
outstanding of
Sizzle. Please reconcile this difference or revise your disclosures
accordingly.
Unaudited Pro Forma Combined Statements of Operations for the Year Ended June
30, 2022,
page 58
9. Please revise to include the historical weighted average number of
ordinary shares
outstanding and the loss per share for the twelve months ended June
30, 2022 for Sizzle
Acquisition Corp. or explain why you do not believe this disclosure is
necessary.
10. Please confirm the basic and diluted per share amounts for the
weighted average number
of ordinary shares outstanding for each scenario presented is correct
and revise, if
necessary.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
January 19,NameCritical
2023 Metals Corp.
January
Page 4 19, 2023 Page 4
FirstName LastName
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page
60
11. Please tell us how you determined the fair value of the public
warrants and the $4.7
million cumulative change in fair value from the date of the IPO to
June 30, 2022 and
expand the disclosure in note 2(g) to clarify.
Risk Factors
We are exposed to general economic conditions and the fluctuations of interest
and inflation
rates may have an adverse effect..., page 71
12. You state that high interest rates could adversely impact your costs
and earnings. You
also refer elsewhere to the potential effect of inflationary pressures
on raw materials and
energy. Although you state at page 188 that as of September 30, 2022,
you do not believe
that inflation had a material impact on your business, revenues or
operating results, please
update your disclosure as appropriate to identify actions planned or
taken, if any, to
mitigate inflationary pressures.
The future exercise of registration rights may adversely affect the market
price of Pubco
Ordinary Shares, page 93
13. Please revise to disclose the number of shares of common stock which
will be subject
to registration rights.
The Business Combination Proposal
Timeline of the Business Combination, page 119
14. Please substantially revise your disclosure throughout this section to
discuss in
greater detail the substance of meetings and discussions among
representatives of Sizzle
and EUR, including the material terms that were discussed, how
parties' positions
differed, and how issues were resolved. Revise to clarify the material
terms that were
included in the non-binding letter of intent submitted on July 19,
2022 and the final
version executed on July 28, 2022, and how the terms of the business
combination
evolved during negotiations. Please also discuss the negotiation of
key aspects of the
proposed transaction, including the pre-transaction valuation,
potential PIPE financing,
the minimum cash condition and earnout shares.
Marshall and Stevens' Opinion, page 129
15. We note that Marshall and Stevens reviewed projections for the years
ending June 30,
2023 through June 30, 2042. Please include all projections prepared by
European
Lithium's management and provided to Marshall and Stevens in
connection with its
fairness opinion and describe the material assumptions and limitations
underlying
such projections.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
January 19,NameCritical
2023 Metals Corp.
January
Page 5 19, 2023 Page 5
FirstName LastName
16. We note you disclose that Marshall & Stevens compared information
about European
Lithium to seven Guideline Companies. However, your discussion
references ten
Guideline Companies. Please advise or revise.
The Advisory Charter Amendments Proposals, page 146
17. We note you disclose that Sizzle stockholders will be asked to
approve, on a non-binding
advisory basis, six separate sub-proposals. Please ensure each of such
six sub-proposals is
discussed in this section.
Material U.S. Federal Income Tax Consequences, page 160
18. We note your reference in the first sentence of this section to the
opinion of counsel to be
filed as an exhibit to the registration statement. If tax counsel will
file a short-form
opinion as Exhibit 8.1, please revise to name counsel and to make
clear that the discussion
reflects the opinion of counsel and is not a "summary." See Section
III.B. of Staff Legal
Bulletin No. 19.
Information About Sizzle
Stockholder Approval of Business Combination, page 174
19. You state that at "any time at or prior to the Business Combination,
subject to applicable
securities laws ... , the Sponsor, the existing European Lithium AT
Holders or our or their
respective directors, officers, advisors or respective affiliates may
.... (iii) enter into
transactions with such investors and others to provide them with
incentives to acquire
public shares, vote their Public Shares in favor of the Condition
Precedent Proposals or
not redeem their Public Shares." Please provide us with your analysis
as to how such
purchases would comply with Exchange Act Rule 14e-5.
The Weinebene and Eastern Alps Projects, page 193
20. Please modify your filing to include a map of your Weinebene and
Eastern Alps Projects
with a description of their locations, as required by Items 1303(b)(1)
and 1303(b)(2)(ii)(A)
of Regulation S-K.
Property Ownership and Agreements, page 201
21. Please modify your filing to include the book value and disclose any
encumbrances as
required by Items 1304(b)(2)(iii) and (v) of Regulation S-K.
Mineral Resources, page 205
22. We note your resource disclosure on this page and cannot calculate
your contained Li2O
tonnage based on the information provided. Please review your estimate
and modify your
filing to provide an explanation for this apparent variance or
alternate methods of
calculation.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
January 19,NameCritical
2023 Metals Corp.
January
Page 6 19, 2023 Page 6
FirstName LastName
23. We reviewed your resource disclosure in this section and noted the
sale price of your
salable lithium products (spodumene concentrate, lithium carbonate
and/or lithium
hydroxide) and the metallurgical recoveries of your resource estimate
were not disclosed.
Please modify your filing to include these parameters. See Items
1304(d)(1) of
Regulation S-K and the footnotes to Tables 1 and 2 of paragraph
(D)(1).
24. We note you have provided a cutoff grade estimate with your resource
disclosure. Please
modify your filing to provide all the necessary parameters to prepare
this calculation, such
as salable product prices, recoveries, operating costs (Mining,
Processing, and G&A),
transportation, etc. and discuss the calculation methodology in your
filing. See Item
1304(f)(1) of Regulation S-K. Please note, your statement that your
resources have
reasonable prospects for economic extraction based on a non-compliant
pre-feasibility
study and/or a Qualified Person (QP) opinion alone, does not
demonstrate reasonable
prospects for economic extraction for resource disclosure.
The Company's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 208
25. You disclose, In connection with and upon closing of the Business
Combination, we
expect to hold the 20% interest in the Weinebene Project and Eastern
Alps Project
currently held by European Lithium. Please expand your disclosure
to provide the
salient details of any agreements related to obtaining the interest in
these projects, such as
expected date of acquisition and the consideration to be transferred.
In addition, tell us
how you intend to account for the acquisition of these projects and
how you have
considered these transactions in presenting your pro forma
information.
Executive Officers and Directors After the Business Combination, page 223
26. You state that Dietrich Wanke "is expected to serve" as CEO following
consummation of
the Business Combination. You also state that he currently holds a
position as General
Manager for Marampa Iron Ore in Sierra Leone. Revise to clarify how he
will allocate his
professional time in these separate roles in light of the geographical
distance between
Sierra Leone and your place of business. Also, please expand the
tabular disclosure at
page 228 if Mr. Wanke currently has fiduciary duties or contractual
obligations with
Marampa Iron Ore or other entities.
Exhibit 96.1 Wolfsberg
Summary and Conclusion, page 67, page ES-67
27. Please provide your QP s opinion on the adequacy of the
metallurgical data and test work
with a statement of recoveries related to your salable products. See
Item
601(b)(iii)(B)(10)(iv) and (v) of Regulation S-K.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
January 19,NameCritical
2023 Metals Corp.
January
Page 7 19, 2023 Page 7
FirstName LastName
Market Studies, page 86
Mineral Resource Statement, page 78, page ES-78
28. We note you have provided a cutoff grade estimate with your resource
disclosure. Please
modify your filing to provide all the necessary parameters to prepare
this calculation, such
as salable product prices, recoveries, operating costs (Mining,
Processing, and G&A),
transportation, etc. and discuss the calculation methodology in your
report. See Item
601(b)(iii)(B)(11) of Regulation S-K. Please note, your statement your
resources have
reasonable prospects for economic extraction based on a non-compliant
pre-feasibility
study and/or a Qualified Person (QP) opinion alone, does not
demonstrate reasonable
prospects for economic extraction for resource disclosure.
Exhibit 96.1 Wolfsberg
Market Studies, page 86, page ES-86
29. Please modify your report to include your forecast prices for
spodumene concentrate
and/or lithium carbonate/lithium hydroxide, as related to your
resource estimate, along
with the appropriate product specifications. See Item
601(b)(iii)(B)(16) of Regulation S-
K.
Exhibit 96.1 Wolfsberg
Reliance on Information Provided by the Registrant, page 99, page ES-99
30. We note your disclosure disclaiming responsibility for the
completeness or accuracy of
your Mineral Processing and Metallurgical Testing and other
information. Please remove
these qualifiers or disclaimers from your disclosure. Please refer to
Item 1302(b)(6) of
Regulation S-K.
Exhibits
31. Please file your Offtake Agreement with BMW AG or tell us why you
believe you are not
required to do so. Refer to Item 601(b)(10) of Regulation S-K.
General
32. We note the risk factor titled "We may not be able to complete an
Initial Business
Combination with certain potential target companies if a proposed
transaction with the
target company may be subject to review or approval by regulatory
authorities pursuant to
certain U.S. or foreign laws or regulations" in Sizzles Definitive
Proxy Statement on Form
14A filed December 1, 2022. With a view toward disclosure, please tell
us whether
Sizzle's sponsor is, is controlled by, or has substantial ties with a
non-U.S. person. Please
also tell us whether anyone or any entity associated with or otherwise
involved in the
transaction, is, is controlled by, or has substantial ties with a
non-U.S. person. If so, also
include risk factor disclosure that addresses how this fact could
impact your ability to
complete your initial business combination. For instance, discuss the
risk to investors that
Tony Sage
Critical Metals Corp.
January 19, 2023
Page 8
you may not be able to complete an initial business combination should
the transaction be
subject to review by a U.S. government entity, such as the Committee on
Foreign
Investment in the United States (CFIUS), or ultimately prohibited.
Further, disclose that
the time necessary for government review of the transaction or a decision
to prohibit the
transaction could prevent you from completing an initial business
combination and require
you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses
of the investment opportunity in a target company, any price appreciation
in the combined
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or
Craig Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding comments on the financial statements and related matters. Please
contact George K.
Schuler, Mining Engineer, at (202) 551-3718 for engineering related questions.
Please contact
Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or Karina Dorin, Staff
Attorney, at
(202) 551-3763 with any other questions.
Sincerely,
FirstName LastNameTony Sage
Division of
Corporation Finance
Comapany NameCritical Metals Corp.
Office of Energy &
Transportation
January 19, 2023 Page 8
cc: Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP
FirstName LastName