United States securities and exchange commission logo
November 30, 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. 5 to
Registration Statement on Form F-4
Filed November 13,
2023
File No. 333-268970
Dear Tony Sage:
We have reviewed your amended registration statement and have the
following
comments.
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.
Unless we note otherwise,
any references to prior comments are to comments in our August 22, 2023
letter.
Amendment No. 5 to Registration Statement on Form F-4
Q: What vote is required to approve the proposals presented at the
Special Meeting?, page 14
1. We note you disclose
that approval of each of the Business Combination Proposal, the
NTA Proposal and
Charter Amendment Proposal requires the affirmative vote of the
holders of a majority
of the issued and outstanding shares of Sizzle Common Stock, the
Sizzle Initial
Stockholders have agreed to vote all of their founder shares, private
placement shares of
Sizzle Common Stock and any Sizzle equity securities that they hold
in favor of the
Business Combination Proposal, and that such Initial Stockholders own
65.7% of issued and
outstanding Sizzle Common Stock. However, we also note you
disclose that assuming
there is a quorum at the Special Meeting, and assuming that Cantor
and EBC also voted in
favor of the applicable Proposal, you may need as few as 923,652,
or approximately
20.829.9% of your 3,086,053 public shares, to be voted in favor of the
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany 30,
November NameCritical
2023 Metals Corp.
November
Page 2 30, 2023 Page 2
FirstName LastName
Business Combination Proposal, the NTA Proposal and Charter Amendment
Proposal.
Please advise or revise.
What are the effective deferred underwriting fees on a percentage basis....?,
page 21
2. We note that you entered into an Underwriting Agreement Amendment on
October 26,
2023 pursuant to which Cantor agreed to accept 900,000 shares as
payment of the deferred
underwriting commission. Please clarify how the parties determined the
type and amount
of such deferred underwriting commission as it appears that on the
date of the amended
agreement, the new terms provide a higher aggregate dollar value to
the underwriter than
the previous terms.
Vellar Agreement, page 39
3. Please revise your disclosure here and under the "Questions and
Answers For
Stockholders of Sizzle" section to discuss all the material terms of
the Equity Forward
Arrangement.
Unaudited Pro Forma Condensed Combined Financial Information, page 62
4. We note your response to comment 3 and reissue the comment. Please
address how you
considered 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. Please provide a response that specifically
addresses these
authoritative guidance referenced in this comment.
Unaudited Pro Forma Combined Statement of Operations, page 68
5. We note the historical columns for the Company and European Lithium
include amounts
labelled as "Merger expenses," however there are no corresponding
amounts reflected in
the pro forma combined columns for these expenses in any of the
redemption scenarios
presented. Please explain this omission and revise your disclosures
accordingly.
6. Please explain why you have not included an adjustment in your pro
forma statement of
operations for the $25,248,193 of transaction costs discussed at Note
2(c)(ii). In addition,
please explain why these transaction costs are being captured as a pro
forma adjustment to
share capital versus accumulated deficit in your pro forma balance
sheet.
Vellar may purchase shares to backstop the funds in the Trust Account, as a
result of which the
Business Combination may still consummate..., page 118
7. We note that Sizzle will prepay to Vellar from amounts remaining in
the Trust Account an
amount equal to the number of Recycled Share times the redemption
price. We also note
that within three business days of such payment by Sizzle, Vellar will
pay to Pubco the
Tony Sage
FirstName LastNameTony Sage
Critical Metals Corp.
Comapany 30,
November NameCritical
2023 Metals Corp.
November
Page 3 30, 2023 Page 3
FirstName LastName
Prepayment Forward Amount. Please expand your disclosure to discuss
the short and
long-term impact on cash of these arrangements.
Financing Arrangements -- Vellar Agreement, page 138
8. We note that on October 25, 2023, Sizzle, Pubco and Vellar
Opportunities Fund Master,
Ltd. entered into a binding term sheet for an equity forward
transaction agreement. Please
revise to clarify whether the definitive agreement will be fully
disclosed for shareholders
to consider in advance of the special meeting. To the extent you
intend to provide such
information to shareholders, disclose how you will inform your
shareholders of
arrangements formed after effectiveness. Also, please provide your
analysis on how
the purchases to reduce redemption rates contemplated by term sheet
comply with Rule
14e-5. To the extent that you are relying on Tender Offer Compliance
and Disclosure
Interpretation 166.01 (March 22, 2022), please provide an analysis
regarding how it
applies to your circumstances.
9. Please expand your disclosure to discuss in greater detail the
principal terms and
mechanics of the agreement with Vellar, including settlement, maturity
date, waiver of the
"bulldog clause" and any other restrictions. Explain how the
arrangement will operate
prior to and at settlement, including how and when Pubco and Vellar
may receive cash.
Discuss the risks that the terms of this arrangement may pose to
Sizzle, Pubco and
stockholders. Please also revise to indicate whether Sizzle, Pubco,
EUR, or their directors,
officers, advisors or respective affiliates had material relationships
with Vellar at the time
the equity forward agreement was negotiated.
Index to Financial Statements
European Lithium AT (Investments) Limited
Report of Independent Registered Public Accounting Firm, page F-43
10. We note the report from Marcum LLP references auditing standards
generally accepted in
the United States of America and does not conform to the form required
by AS 3101.
Please amend your filing to include financial statements that are
audited in accordance
with the standards of the Public Company Accounting Oversight Board
and a report from
your independent auditors that fully complies with the guidance in AS
3101.06 through
.10 and Article 2 of Regulation S-X.
General
11. We note that Sizzle, EUR, the Company, Critical Metals and Merger Sub
entered into that
certain Third Amendment to the Merger Agreement and Amendment to the
Sponsor
Support Agreement on November 17, 2023. Please update your disclosure
accordingly.
12. We note that unless waived in accordance with the Merger Agreement,
the consummation
of the Business Combination is subject to the Minimum Cash Condition
of at least
$40,000,000. Please clarify whether the Business Combination would
still proceed at
Tony Sage
Critical Metals Corp.
November 30, 2023
Page 4
each redemption scenario if you are unable to access backstop funds under
the Equity
Forward Arrangement. In that regard, we note your disclosure that Vellar
intends, but is
not obligated to, purchase through a broker in the open market shares of
Sizzle Common
Stock, including from public shareholders who elect to redeem their
public shares in
connection with the special meeting to vote approve the Business
Combination, after the
redemption deadline set forth in this proxy statement/prospectus and
prior to the vote to
approve the Business Combination.
13. We note your response to prior comment 9 and reissue it in part. Please
tell us 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.
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
November 30, 2023 Page 4
cc: Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP
FirstName LastName