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United States securities and exchange commission logo
May 17, 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.
Amendment No. 3 to
Registration Statement on Form F-4
Filed May 5, 2023
File No. 333-268970
Dear Tony Sage:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
14, 2023 letter.
Amendment No. 3 to Form F-4
Unaudited Pro Forma Condensed Combined Financial Information, page 56
1. You state that the
business combination is expected to be accounted for as a share-based
payment transaction in
accordance with IFRS 2. Please explain your consideration of
paragraphs 8 and 13A of
IFRS 2 in determining whether a listing expense should be
reflected in the pro
forma financial statements for any excess of fair value of the equity to
be issued to the Sizzle
shareholders over the fair value of Sizzle s identifiable net assets to
be acquired. Refer to
the March 2013 IFRS Interpretations Committee agenda decision on
IFRS 3 Business
Combination and IFRS 2 Share-based Payment Accounting for
reverse acquisitions
that do not constitute a business.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
May NameCritical Metals Corp.
17, 2023
May 17,
Page 2 2023 Page 2
FirstName LastName
Unaudited Pro Forma Combined Balance Sheet as of December 31, 2022, page 60
2. Please revise to include a footnote next to each transaction
accounting adjustment. For
example, in each scenario, you include an adjustment for Investment in
associates without
a footnote reference to explain the adjustment. Refer to Rule
11-02(a)(8) of Regulation S-
X.
Unaudited Pro Forma Combined Statement of Operations for the Six Months Ended
December
31, 2022, page 62
3. Please clarify how you determined the historical amounts presented for
Sizzle Acquisition
Corp. (Sizzle) for the six months ended December 31, 2022. On page 56
you disclose,
The following unaudited pro forma condensed combined statement of
operations for six
months ended December 31, 2022 combines the unaudited historical
statement of
operations of the Company for the six months ended December 31, 2022
and the historical
statement of operations of Sizzle for the year ended December 31,
2022. On page 64 you
disclose these amounts were derived from the statement of operations
for the twelve
months ended December 31, 2022 less the information for the year ended
June 30, 2022.
In addition, we note you present net income for Sizzle for the six
months ended
December 31, 2022 despite recognizing a net loss for the same periods
based on the
9/30/2022 and 12/31/2022 Form 10-Q and 10-K. Please revise your
presentation if
necessary.
Unaudited Pro Forma Combined Statement of Operations for the Year Ended June
30, 2022,
page 63
4. We note your response to comment 1 and reissue the comment, in part.
Please revise your
presentation of as adjusted basic and diluted profit per share for the
historical results of
Sizzle.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
Transaction Accounting Adjustments to Unaudited Pro Form Condensed Combined
Balance
Sheet, page 66
5. In notes 2(b) and 2(c)(iii), please revise your disclosure to clearly
explain how you
determined the $15.2 million and $29.7 million adjustments recorded to
Trade and other
payables under the 50% redemption scenario and maximum redemption
scenarios in order
to record a pro forma cash balance of $4,486,768 for each scenario.
Please tell us the
basis for these deferral of payment of expenses and how they are
supported by the
underlying agreements of the business combination transaction.
6. Please review the sub-footnotes in footnote 2(b) and 2(c) and revise
as necessary to ensure
each note references the appropriate adjustment. For example, (vii) is
included in the
table but does not have a corresponding sub-footnote explanation.
Tony Sage
Critical Metals Corp.
May 17, 2023
Page 3
7. Please reconcile amounts disclosed in the table at footnote 2(b) to the
tables at page 154
which summarize the sources and uses of funds for the business
combination. In this
regard, we note:
the redemption amount in the maximum redemption scenario at page 154
does not
agree with corresponding amounts calculated based on the table at
footnote 2(b),
the pro forma cash balances at footnote 2(b) do not agree to the cash
to balance sheet
amounts for each scenario at page 154,
transaction expenses at page 154 do not appear to include transaction
costs accrued in
the historical financial statements as of December 31, 2022 as
disclosed at footnote
2(b)(vi).
8. Please revise footnote 2(g) to reflect the fair value of the warrants as
of December 31,
2022.
9. You state in footnote 2(i) the $30 million adjustment relates to the
transfer of 20% interest
in EV Resources GmbH. Please revise this disclosure to clearly explain
the salient details
of this transaction, including if an agreement has been executed and if
any consideration
has been transferred or is expected to be transferred. Please also
clarify how the $30
million adjustment was determined, if you have recorded a related asset,
and why this
adjustment has only been presented under the no redemption scenario.
Lastly, please tell
us how you considered the requirements of Rule 3-05 of Regulation S-K
related to the
ownership of the 20% interest in EV Resources GmbH.
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
May 17, 2023 Page 3
cc: Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP
FirstName LastName