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United States securities and exchange commission logo
March 2, 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. 1 to
Registration Statement on Form F-4
Filed February 14,
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
January 19, 2023 letter.
Amendment No. 1 to Form F-4
What are the U.S. federal income tax consequences if I do not exercise
my redemption rights and
instead participate..., page 23
1. We note your revised
disclosure in response to prior comment 4. Please revise to clarify
that counsel will opine
that the Business Combination should qualify as part of an
exchange described in
Section 351 of the Code. Please also discuss here and in a new risk
factor the potential
adverse consequences to those participating in the Business
Combination if it does
not qualify as part of an exchange described in Section 351 of the
Code.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
March NameCritical Metals Corp.
2, 2023
March2 2, 2023 Page 2
Page
FirstName LastName
Marshall & Stevens Opinion, page 46
2. We note your response to prior comment 7, and we re-issue the comment.
Please ask the
advisor to remove from the opinion the disclaimer regarding reliance,
and make
corresponding revisions to the related proxy statement / prospectus
disclosure. In the
alternative, disclose the legal basis for your and the advisor s
belief that security holders
cannot rely on the opinion to bring state law actions, including a
description of any state
law authority providing such a defense.
Unaudited Pro Forma Condensed Combined Financial Information, page 55
3. We note you revised your presentation of basic and diluted profit per
share on pages 59
and 64. Please address the following:
From your audited financial statements for Sizzle Acquisition
Corp. and European
Lithium AT (Investments) Limited, there is no indication the
amounts included in the
financial statements are in thousands of dollars. However, on
pages 51 and 52 you
disclose the amounts are in thousands of dollars. Please clarify
if the amounts
included in the financial statements are in thousands of dollars
and revise any
inconsistencies throughout the filing.
Confirm the amounts for each of the per share amounts are
correct and revise if
necessary. In this regard, you disclose a pro forma income after
tax from continuing
operations, assuming no redemption, of $3,737,025 and 84,223,309
basic weighted
average shares. Based on these amounts, it appears the basic
profit per share would
be $0.04 per share. Similar revisions may be necessary for each
basic and diluted per
share calculation.
The Business Combination Proposal
Background of the Business Combination, page 119
4. Your revised disclosure reflects that prior to signing the definitive
agreement, Sizzle
agreed to use commercially reasonable efforts to renegotiate with
Cantor to reduce the
deferred underwriting fee to an amount reasonably acceptable to Sizzle
and EUR. Please
revise to disclose any such discussions or negotiations.
The Weinebene and Eastern Alps Projects, page 200
5. We note your inclusion of the Weinebene project on the map in response
to comment 20,
locating your Weinebene project adjacent to your Wolfsberg project.
Please verify your
statement, the Weinebene project is 20 kilometers east of the
Wolfsberg project, adjacent
to Schamberg and not 2.0 kilometers east as indicated by your map,
naming convention,
and technical report summary. Please revise your text as necessary.
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany
March NameCritical Metals Corp.
2, 2023
March3 2, 2023 Page 3
Page
FirstName LastName
Mineral Resources, page 212
6. We note your response to comment 23 and your inclusion of a lithium
carbonate price in
this section. We partially re-issue comment 23. Please modify your
filing to include the
price of a spodumene concentrate.
7. We note you response to comment 24 indicating the requested
information was added to
your filing. However all operating costs and conversion parameters for
a spodumene
concentrate conversion to lithium carbonate salable product are
missing and as a result
you have failed to demonstrate economic viability. We re-issue comment
24. Please
disclose your mining, processing, G&A, transportation and conversion
costs/parameters to
demonstrate economic viability. In addition, we note your statement
the mineral resource
has demonstrated reasonable prospects for economic extraction based on
a non S-K 1300
compliant pre-feasibility study conducted in 2018. Please provide
supplementally a copy
of this pre-feasibility study with a complete cash flow analysis.
Mineral Resource Statement
Wolfsberg Summary and Conclusion, page E-67
8. We note your response to comment 27 that the technical report summary
has been updated
to state that test work regarding potential metallurgical recoveries
is ongoing, and the
section is not currently intended to provide a view on potential
recoveries. We re-issue
comment 27. Please provide your QP s opinion on the adequacy of the
metallurgical data
and test work for resource determination. In addition, please disclose
how you determined
your metallurgical recovery of ROM ore was 75.4% to produce a 6%
spodumene
concentrate.
Exhibit 96.1
Mineral Resource Statement, page E-79
9. We note your response to comment 28 indicting dilution was the primary
factor
influencing economic viability. However your failure to provide all
the necessary
parameters for your cutoff calculation, such as all salable product
prices, metallurgical
recoveries, operating costs (Mining, Processing, and G&A),
transportation, etc. and a
discussion the calculation methodology does not support your assertion
of economic
viability for your resource estimate. Please provide disclosure
demonstrating your cutoff
grade calculation with supporting economic and operational parameters
or remove all
resource disclosure from your technical report summary.
Exhibit 96.1
Market Studies, page E-86
10. We note your response to comment 29 indicating Table 16-14 contains
your forecast
prices for lithium carbonate and spodumene concentrates. Please
disclose the product
specifications for Technical Grade SC5, Chemical Grade SC6, and
Technical Grade
Tony Sage
Critical Metals Corp.
March 2, 2023
Page 4
Lithium Carbonate and state the marketing area (e.g. Europe, N.A., China)
for these
pricing forecasts. In addition, you have stated that feldspar and quartz
are by-products
from your waste streams and will offset your operating costs and add to
your revenues.
Please include your forecast prices for these by-products.
General
11. We note you have removed disclosure illustrating the post-Closing share
ownership of
Pubco under a 50% redemption scenario. Please revise to include such
information or tell
us why you believe it is not material to investors.
12. Revise your disclosure to show the potential impact of redemptions on the
per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
that also includes interim redemption levels.
13. We note your revised disclosure in response to prior comment 6 discloses
the dilutive
effect of Earnout Shares in the Maximum Redemption Scenario and reissue
the comment
in part. Please revise to disclose the dilutive effect of your earnout
shares at each
redemption level detailed in your sensitivity analysis, including the
interim and no
redemption scenarios.
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
March 2, 2023 Page 4
cc: Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP
FirstName LastName