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United States securities and exchange commission logo
April 25, 2024
Dietrich Wanke
Chief Executive Officer
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-1
Filed March 29,
2024
File No. 333-278400
Dear Dietrich Wanke:
We have conducted a limited review of your registration statement
and have the
following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1 filed March 29, 2024
Cover Page
1. For each of the shares
being registered for resale, disclose the price that the selling
stockholders paid for
the shares. In this regard we note your tabular disclosure at page 20.
Risk Factors, page 22
2. Please either revise
your first risk factor or include an additional risk factor highlighting
the negative pressure
potential sales of shares pursuant to this registration statement could
have on the public
trading price of the ordinary shares. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale in addition to disclosing the
percentage that these
shares currently represent of the total number of shares outstanding.
Dietrich Wanke
FirstName LastNameDietrich Wanke
Critical Metals Corp.
Comapany
April NameCritical Metals Corp.
25, 2024
April 225, 2024 Page 2
Page
FirstName LastName
General
3. We note that GEM Global, a selling stockholder, is the equity line
investor under the
GEM Agreement. Please revise to indicate that GEM Global is an
underwriter. Refer to
Securities Act Compliance and Disclosure Interpretation 139.13.
4. Please revise your prospectus to provide the following disclosures
with respect to the
GEM Agreement:
the material risks of an investment in the Company and in the
offering, including:
o the possibility that the Company may not have access to the
full amount
available to it under the equity line; and
o whether GEM Global can engage in short-selling activities
and, if so, how any
sales activities after announcement of a put may negatively
affect the
Company s share price.
the material market activities of GEM Global, including:
o any short selling of the Company s securities or other
hedging activities that
GEM Global may or has engaged in, including prior to
entering into the
agreement and prior to the receipt of any shares pursuant
to the terms of the
agreement; and
o how GEM Global intends to distribute the securities it owns
or will acquire.
how the provisions of Regulation M may prohibit GEM Global and
any other
distribution participants that are participating in the
distribution of the Company s
securities from:
o engaging in market making activities (e.g., placing bids or
making purchases to
stabilize the price of the common stock) while the equity
line is in effect; and
o purchasing shares in the open market while the equity line
is in effect.
5. Please revise your summary and risk factor disclosure to specifically
reference the Equity
Forward Purchase Arrangement described in your recent registration
statement on Form
F-4 and clarify the status of the arrangement.
Dietrich Wanke
FirstName LastNameDietrich Wanke
Critical Metals Corp.
Comapany
April NameCritical Metals Corp.
25, 2024
April 325, 2024 Page 3
Page
FirstName LastName
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.
Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel
Morris, Legal
Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Jason Rocha