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United States securities and exchange commission logo
January 19, 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.
Registration Statement on Form F-4
Filed December 23, 2022
File No. 333-268970
Dear Tony Sage:
            We have reviewed your 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.
FORM F-4
Questions and Answers for Stockholders of Sizzle
Are the proposals conditioned on one another?, page 12
1.You disclose that Sizzle issued a press release on December 16, 2022 announcing that its
Extension Meeting, originally scheduled for Monday, December 19, 2022, was postponed
"to a future to-be-determined date at the beginning of February 2023." Please provide
updated disclosure throughout the filing regarding the status of such meeting and discuss
the potential impact to investors.  Also discuss the reasons for subsequently announced
changes to the terms of the agreement and plan of merger.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 2
May Sizzle, the Sponsor or Sizzle's directors, officers, advisors or their affiliates purchase
shares..., page 14
2.We note you disclose here and in a separate risk factor at page 99 that the Sponsor,
Sizzle’s directors and officers and advisors and their respective affiliates may purchase
shares in privately negotiated transactions or in the open market prior to the completion of
the business combination, although they are under no obligation to do so.  You further
state that any such privately negotiated purchases may be effected at purchase prices that
are in excess of the per-share pro rata portion of the aggregate amount then on deposit in
the Trust Account. Please provide us with your analysis as to how such purchases would
comply with Exchange Act Rule 14e-5.
What interests do Sizzle's current officers and directors have in the Business Combination?, page
18
3.You disclose that the Sponsor, as well as Sizzle’s officers and directors, and their
affiliates, are entitled to reimbursement of certain out-of-pocket expenses incurred by
them in connection with identifying, investigating, negotiating and completing a business
combination. Please quantify the out-of-pocket expenses and any other fees for which
Sizzle, as well as Sizzle's officers and directors, and their affiliates are awaiting
reimbursement.
What are the U.S. federal income tax consequences if I do not exercise my redemption rights and
instead participate..., page 22
4.We note you disclose that it is “intended” that the Business Combination will qualify as
part of an exchange described in Section 351. We further note you disclose on page 164
that the "surrender by a U.S. Holder of the shares of Common Stock in exchange for the
Pubco Ordinary Shares pursuant to the Business Combination, when taken together with
the other steps of the Business Combination, "should qualify" as a non-recognition
transaction pursuant to Section 351(a) of the Code and that "the provisions of Section
351(a) of the Code are complex and qualification as a non-recognition transaction
thereunder could be adversely affected by events or actions that occur following the
Business Combination."  If there is uncertainty regarding the tax treatment of the business
combination, counsel’s opinion should discuss the degree of uncertainty and make clear
why it cannot give a firm opinion.  Please advise or revise.  For guidance, see Section III
of Staff Legal Bulletin No. 19.
Summary of the Proxy Statement/Prospectus
Conditions to Consummation of the Business Combination, page 30
5.We note your statement at page 85 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

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 3
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 3
here and elsewhere in order to satisfy the specified $40,000,000 "Minimum Cash
Condition."
Total Shares to be Issued in the Business Combination, page 35
6.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination, including earnout shares, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
Marshall & Stevens Opinion, page 45
7.With regard to the independent financial advisor's written opinion, you state here and at
page 135 that the "included copy is provided only for informational purposes and is not
for the benefit of or to be relied on by any person or entity other than the Board."
Similarly, at page 3 of Annex E (the opinion), the advisor indicates: "Our Opinion
expressed herein has been prepared for the Board in connection with its consideration of
the Transaction and may not be relied upon by any other person or entity or for any other
purpose."  Please ask the advisor to remove from the opinion the disclaimer regarding
reliance, and make corresponding revisions to the related proxy statement/prospectus
disclosure.
Unaudited Pro Forma Condensed Combined Financial Information, page 52
8.In the table that illustrates varying ownership levels of the issued and outstanding capital
stock of Pubco we note the inclusion of 4,098,500 shares outstanding for Sizzle Sponsor,
initial stockholders and directors and officers.  In other areas of the filing, including in
Note 7 on page F-17, you disclose there are 5,425,000 founder shares outstanding of
Sizzle.  Please reconcile this difference or revise your disclosures accordingly.
Unaudited Pro Forma Combined Statements of Operations for the Year Ended June 30, 2022,
page 58
9.Please revise to include the historical weighted average number of ordinary shares
outstanding and the loss per share for the twelve months ended June 30, 2022 for Sizzle
Acquisition Corp. or explain why you do not believe this disclosure is necessary.
10.Please confirm the basic and diluted per share amounts for the weighted average number
of ordinary shares outstanding for each scenario presented is correct and revise, if
necessary.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 4
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 4
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
60
11.Please tell us how you determined the fair value of the public warrants and the $4.7
million cumulative change in fair value from the date of the IPO to June 30, 2022 and
expand the disclosure in note 2(g) to clarify.
Risk Factors
We are exposed to general economic conditions and the fluctuations of interest and inflation
rates may have an adverse effect..., page 71
12.You state that high interest rates could adversely impact your costs and earnings.  You
also refer elsewhere to the potential effect of inflationary pressures on raw materials and
energy.  Although you state at page 188 that as of September 30, 2022, you do not believe
that inflation had a material impact on your business, revenues or operating results, please
update your disclosure as appropriate to identify actions planned or taken, if any, to
mitigate inflationary pressures.
The future exercise of registration rights may adversely affect the market price of Pubco
Ordinary Shares, page 93
13.Please revise to disclose the number of shares of common stock which will be subject
to registration rights.
The Business Combination Proposal
Timeline of the Business Combination, page 119
14.Please substantially revise your disclosure throughout this section to discuss in
greater detail the substance of meetings and discussions among representatives of Sizzle
and EUR, including the material terms that were discussed, how parties' positions
differed, and how issues were resolved. Revise to clarify the material terms that were
included in the non-binding letter of intent submitted on July 19, 2022 and the final
version executed on July 28, 2022, and how the terms of the business combination
evolved during negotiations.  Please also discuss the negotiation of key aspects of the
proposed transaction, including the pre-transaction valuation, potential PIPE financing,
the minimum cash condition and earnout shares.
Marshall and Stevens' Opinion, page 129
15.We note that Marshall and Stevens reviewed projections for the years ending June 30,
2023 through June 30, 2042.  Please include all projections prepared by European
Lithium's management and provided to Marshall and Stevens in connection with its
fairness opinion and describe the material assumptions and limitations underlying
such projections.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 5
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 5
16.We note you disclose that Marshall & Stevens compared information about European
Lithium to seven Guideline Companies.  However, your discussion references ten
Guideline Companies.  Please advise or revise.
The Advisory Charter Amendments Proposals, page 146
17.We note you disclose that Sizzle stockholders will be asked to approve, on a non-binding
advisory basis, six separate sub-proposals.  Please ensure each of such six sub-proposals is
discussed in this section.
Material U.S. Federal Income Tax Consequences, page 160
18.We note your reference in the first sentence of this section to the opinion of counsel to be
filed as an exhibit to the registration statement.  If tax counsel will file a short-form
opinion as Exhibit 8.1, please revise to name counsel and to make clear that the discussion
reflects the opinion of counsel and is not a "summary."  See Section III.B. of Staff Legal
Bulletin No. 19.
Information About Sizzle
Stockholder Approval of Business Combination, page 174
19.You state that at "any time at or prior to the Business Combination, subject to applicable
securities laws ... , the Sponsor, the existing European Lithium AT Holders or our or their
respective directors, officers, advisors or respective affiliates may ... (iii) enter into
transactions with such investors and others to provide them with incentives to acquire
public shares, vote their Public Shares in favor of the Condition Precedent Proposals or
not redeem their Public Shares."  Please provide us with your analysis as to how such
purchases would comply with Exchange Act Rule 14e-5.
The Weinebene and Eastern Alps Projects, page 193
20.Please modify your filing to include a map of your Weinebene and Eastern Alps Projects
with a description of their locations, as required by Items 1303(b)(1) and 1303(b)(2)(ii)(A)
of Regulation S-K.
Property Ownership and Agreements, page 201
21.Please modify your filing to include the book value and disclose any encumbrances as
required by Items 1304(b)(2)(iii) and (v) of Regulation S-K.
Mineral Resources, page 205
22.We note your resource disclosure on this page and cannot calculate your contained Li2O
tonnage based on the information provided.  Please review your estimate and modify your
filing to provide an explanation for this apparent variance or alternate methods of
calculation.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 6
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 6
23.We reviewed your resource disclosure in this section and noted the sale price of your
salable lithium products (spodumene concentrate, lithium carbonate and/or lithium
hydroxide) and the metallurgical recoveries of your resource estimate were not disclosed.
Please modify your filing to include these parameters.  See Items 1304(d)(1) of
Regulation S-K and the footnotes to Tables 1 and 2 of paragraph (D)(1).
24.We note you have provided a cutoff grade estimate with your resource disclosure.  Please
modify your filing to provide all the necessary parameters to prepare this calculation, such
as salable product prices, recoveries, operating costs (Mining, Processing, and G&A),
transportation, etc. and discuss the calculation methodology in your filing.  See Item
1304(f)(1) of Regulation S-K.  Please note, your statement that your resources have
reasonable prospects for economic extraction based on a non-compliant pre-feasibility
study and/or a Qualified Person (QP) opinion alone, does not demonstrate reasonable
prospects for economic extraction for resource disclosure.
The Company's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 208
25.You disclose, “In connection with and upon closing of the Business Combination, we
expect to hold the 20% interest in the Weinebene Project and Eastern Alps Project
currently held by European Lithium.”  Please expand your disclosure to provide the
salient details of any agreements related to obtaining the interest in these projects, such as
expected date of acquisition and the consideration to be transferred.  In addition, tell us
how you intend to account for the acquisition of these projects and how you have
considered these transactions in presenting your pro forma information.
Executive Officers and Directors After the Business Combination, page 223
26.You state that Dietrich Wanke "is expected to serve" as CEO following consummation of
the Business Combination.  You also state that he currently holds a position as General
Manager for Marampa Iron Ore in Sierra Leone.  Revise to clarify how he will allocate his
professional time in these separate roles in light of the geographical distance between
Sierra Leone and your place of business.  Also, please expand the tabular disclosure at
page 228 if Mr. Wanke currently has fiduciary duties or contractual obligations with
Marampa Iron Ore or other entities.
Exhibit 96.1 Wolfsberg
Summary and Conclusion, page 67, page ES-67
27.Please provide your QP’s opinion on the adequacy of the metallurgical data and test work
with a statement of recoveries related to your salable products.  See Item
601(b)(iii)(B)(10)(iv) and (v) of Regulation S-K.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 7
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 7
Market Studies, page 86
Mineral Resource Statement, page 78, page ES-78
28.We note you have provided a cutoff grade estimate with your resource disclosure.  Please
modify your filing to provide all the necessary parameters to prepare this calculation, such
as salable product prices, recoveries, operating costs (Mining, Processing, and G&A),
transportation, etc. and discuss the calculation methodology in your report.  See Item
601(b)(iii)(B)(11) of Regulation S-K.  Please note, your statement your resources have
reasonable prospects for economic extraction based on a non-compliant pre-feasibility
study and/or a Qualified Person (QP) opinion alone, does not demonstrate reasonable
prospects for econ