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United States securities and exchange commission logo
August 22, 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. 4 to
Registration Statement on Form F-4
Filed August 7,
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 May
17, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-4
Cover Page
Proposal No. 1 -- The NTA Proposal, page 0
1. We note the disclosure
you added regarding the new "NTA Proposal." Where you discuss
this proposal,
including in the letter to Sizzle stockholders, please disclose that passage of
this proposal poses
risks to stockholders, and include a cross-reference to the related
disclosure which begins
at page 105 under "Risks Related to the NTA Proposal."
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
August 22, NameCritical
2023 Metals Corp.
August
Page 2 22, 2023 Page 2
FirstName LastName
Summary of the Proxy Statement/ Prospectus
Conditions to Consummation of the Business Combination, page 33
2. Your disclosure on the prospectus cover page that each of the Business
Combination
Proposal, the NTA 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 appears inconsistent with disclosure here that if the NTA
Proposal is not
approved at the special meeting of Sizzle stockholders, the Business
Combination would
otherwise occur if the $5,000,001 minimum net tangible asset test is
satisfied by Sizzle or
Pubco and after payment of SPAC s underwriters fees and
commissions. Please advise
or revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 58
3. We note your response to comment 1. In your response, you state the
value of the shares
to be issued to European Lithium Ltd (EUR) is US$750,000,000 based on
the fairness
opinion which has been allocated against issued capital in the
accounts of Pubco.
However, you have not addressed the accounting for the difference
between the value of
the shares to be issued by the accounting acquirer (EUR) and the fair
value of the
accounting acquiree's (Sizzle s) identifiable net assets in the pro
forma financial
statements. Refer to paragraphs 8 and 13A of IFRS 2 and 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. To the extent you do not believe a listing expense should
be reflected in your
pro forma financial statements, please explain your consideration of
the guidance noted
and why you do not believe it is applicable.
Unaudited Pro Forma Combined Balance Sheet as of December 31, 2022, page 62
4. We note your presentation of a pro forma negative cash balance of
$(20,229,715) under
the maximum redemption scenario. Please address the following points:
Tell us how you determined that the transaction remains viable
under these
circumstances and why you believe the current presentation
reflects a scenario that is
probable of occurring.
If true, disclose that you do not have the ability to fund the
business combination
transaction under the maximum redemption scenario and highlight
the uncertainties
surrounding the completion of the transaction assuming maximum
redemptions.
Expand your pro forma disclosure to describe any other sources of
funding available
to meet the minimum cash conditions with details sufficient to
understand how the
company determined that this funding is probable of occurring.
Tell us why you believe, with reference to authoritative
literature, it is appropriate to
present a pro forma negative cash balance, as opposed to a
liability or other
presentation.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
August 22, NameCritical
2023 Metals Corp.
August
Page 3 22, 2023 Page 3
FirstName LastName
5. We note you included $1.875 million related to GEM Agreement
commitment in your pro
forma combined balance sheet as Other current assets, which is
described in footnote 2(j).
Please explain why you believe the payment of the commitment fee
represents an asset
for purposes of your pro forma financial statement presentation.
Unaudited Pro Forma Combined Statement of Operations for the Six Months Ended
December
31, 2022, page 64
6. We note your response to comment 3. Please address the following:
It appears you have included the provision for income tax as a
finance cost in the
historical column. Explain why you believe this classification is
appropriate or
revise.
We are not able to recalculate the amount included as formation
and operating costs.
Please provide your calculation or revise this amount.
Based on a net loss of $253,893 for the year ended December 31,
2022, less net loss
of $327,734 for the six months ended June 30, 2022, it appears
the amount included
as net income for the six-month period ended December 31, 2022
should be $73,841
rather than $411,808. Please explain or revise your disclosure.
Risk Factors
Pubco's issuance of additional capital stock in connection with financings,
acquisitions,
investments, share incentive plans or otherwise..., page 112
7. Please revise to quantify the number of shares that may be issued
under
the GEM Agreement and any possible negative impact on future stock
prices as a result.
Exhibit 5.1 -- Legality Opinion, page 1
8. Please obtain and file an opinion without the assumption that "The
Company will have
sufficient authorised and unissued Ordinary Shares under the Amended
Memorandum and
Articles at the time any Ordinary Shares are issued." See Staff Legal
Bulletin No. 19 at
Section II.B.3.a (counsel may not "assume any of the material facts
underlying the
opinion").
General
9. We note that Cantor Fitzgerald & Co. was an underwriter for the
initial public offering of
the SPAC. Please tell us, with a view to disclosure, whether you have
received notice, or
any other indication, from Cantor Fitzgerald & Co. or any other firm
engaged in
connection with your initial public offering that it will cease
involvement in your
transaction and how that may impact your deal or the deferred
underwriting compensation
owed for the SPAC s initial public offering.
Tony Sage
Critical Metals Corp.
August 22, 2023
Page 4
10. We note you disclose that Sizzle arranged and mailed a definitive proxy
statement for a
special meeting of stockholder to vote on a proposal to extend the date
by which Sizzle is
required to consummate an initial business combination to February 8,
2024. We further
note that Sizzle filed a Form 8-K on August 7, 2023 disclosing that in
connection with
such meeting, stockholders holding 1,337,224 share of common stock
exercise their right
to redeem their shares. Please update your filing accordingly.
11. Where you present the maximum redemption scenario throughout your filing,
please
clarify that this reflects the approval of the NTA Proposal.
12. We note your response to prior comment 5 to our letter issued January 19,
2023 and
reissue the comment in part. We note your statement at page 93 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 here and elsewhere in order to satisfy
this
condition and the impact of the GEM Agreement on such condition.
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
August 22, 2023 Page 4
cc: Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP
FirstName LastName