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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

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 November 30, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
November 30, 2023
Page 2
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

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 November 30, 2023 Page 3
 FirstName LastNameTony Sage
Critical Metals Corp.
November 30, 2023
Page 3
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

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 November 30, 2023 Page 4
 FirstName LastName
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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Gray, Esq., of Ellenoff Grossman & Schole LLP