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United States securities and exchange commission logo
April 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. 2 to
Registration Statement on Form F-4
Filed March 29,
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 March
2, 2023 letter.
Amendment No. 2 to Form F-4
Unaudited Pro Forma Combined Statement of Operations, page 61
1. We note your response
to comment 3 and reissue the comment, in part. Please revise your
presentation of basic
and diluted profit per share for each scenario presented.
Marshall and Stevens' Opinion, page 135
2. We note your response
to prior comment 2 and your revised disclosure at page 142 that
"The copy of the
Marshall & Stevens opinion by its terms states that it is not for the
benefit of or to be
relied on by any person or entity other than the Board, although the
effectiveness, if any,
of this disclaimer is not in the purview of Sizzle or Pubco to advise
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
April NameCritical Metals Corp.
17, 2023
April 217, 2023 Page 2
Page
FirstName LastName
as to its effect." Please expand your disclosure to include the
substance of your discussion
in the last paragraph of your response, including that the effect of
such disclaimer as a
matter of Delaware law will be resolved by a court of competent
jurisdiction. Also
disclose that resolution of the question of the availability of any
such defense will have no
effect on the rights and responsibilities of the board of directors
under applicable state
law. Further disclose that the availability of such a state-law
defense to Marshall
& Stevens would have no effect on the rights and responsibilities of
either Marshall
& Stevens or the board of directors under the federal securities laws.
Material U.S. Federal Income Tax Considerations, page 171
3. We note your response and revised disclosure in response to prior
comment 1, including
that "it is intended that the (i) Merger, together with other relevant
portions of the
transactions contemplated by the Merger Agreement, qualifies as a
Section 351
Transaction and (ii) the Merger qualifies as a Section 368(a)
Reorganization." Please
revise to clarify that counsel will opine that the (i) Merger,
together with other relevant
portions of the transactions contemplated by the Merger Agreement,
qualifies as a Section
351 Transaction and (ii) the Merger qualifies as a Section 368(a)
Reorganization. In
addition, to the extent you intend to file a short form tax opinion as
Exhibit 8.1, please
revise your disclosure to clearly identify and articulate the opinion
being rendered.
Mineral Resources, page 224
4. We note your response to comment 7 and have reviewed the parameters
included with
your filing. Please add the hydrometallurgical recovery expected for
the conversion of a
6% lithium concentrate to lithium hydroxide with your other cutoff
grade economic
parameters.
Exhibit 96.1 Wolfsberg
Qualified Persons Opinion on Reasonable Prospects for Economic Extraction, page
E-72
5. We note your response to comment 9 and your statement the economic
viability was
demonstrated for this initial assessment by a prefeasibility study
completed in 2018, which
may not have been compliant with S-K 1300. We partially re-issue
comment 9. The
economic potential for an initial assessment may be demonstrated
through a
discussion/demonstration of the cutoff grade calculation or by an
optional cash flow
analysis, but not by referencing other feasibility studies or
documents. Please include a
discussion/demonstration your cutoff grade calculation methodology in
this section to
support your assertion of economic potential for your resource
estimates.
Tony Sage
Critical Metals Corp.
April 17, 2023
Page 3
Exhibit 96.1 Wolfsberg
Price Forecast, page E-81
6. We note your response to comment 10, discussing the forecast prices and
specifications of
your salable products. Please add lithium hydroxide forecast prices and
specifications to
your table of salable products, as this product was the primary saleable
product used to
satisfy your assertion of reasonable economic prospects.
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
April 17, 2023 Page 3
cc: Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP
FirstName LastName