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Critical Metals Corp.

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

VIA EDGAR

February 14, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Timothy S. Levenberg

    Re:

    Critical Metals Corp.

    Registration Statement on Form F-4

    Filed December 23, 2022

    File No. 333-268970

Dear Mr. Levenberg:

Critical Metals Corp. (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on January 19, 2023, regarding our Registration Statement on Form F-4 (the “Registration Statement”) filed with the
Commission on December 23, 2022.

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in
response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

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.

Response to Comment No. 1: The Company acknowledges the Staff’s
comment. In response, the Company has updated the disclosure throughout the Amended Registration Statement to reflect (1) the amendment
to the Agreement and Plan of Merger, which was reported by Sizzle on its Current Report on Form 8-K, filed with the Commission on January
5, 2023; (2) the Extension Meeting which occurred on February 1, 2023 in which Sizzle’s stockholders approved the proposals in the
meeting; and (3) the results of the Extension Meeting including redemptions of Sizzle Common Stock in connection with that meeting.

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.

Response to Comment No. 2: The Company
respectfully acknowledges the Staff’s comments and makes reference to Compliance and Disclosure Interpretation (“C&DI”)
Question 166.01 related to the list of parameters under which the Staff would permit any such applicable purchases of Sizzle’s securities
by Sizzle’s Sponsor or its affiliates outside of the redemption offer.

The Company agrees and confirms that
any purchase of Sizzle’s securities will comply with the conditions indicated in C&DI Question 166.01. In response to the Staff’s
comments, the Company has also revised its disclosure on pages 14, 15, 96, 97, 180 and 181 of the Amended Registration Statement to clarify
that any public shares purchased by Sizzle’s Sponsor or affiliates of Sizzle will (i) be purchased at a price no higher than the
price offered through the SPAC redemption process, (ii) not be voted in favor of the business combination transaction and (iii) not have
redemption rights, or such rights would be waived.

The Company also respectfully informs
the Staff that, in the event of such purchase, the Sizzle intends to file on a Form 8-K the requisite information outlined in C&DI
Question 166.01.

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.

Response to Comment No. 3: The
Company acknowledges the Staff’s comment. In response, the Company has provided revised disclosure to quantify 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, on pages 19, 47, 88, 91, 107 and 143 of the Amended Registration Statement.

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.

Response to Comment No. 4: The
Company acknowledges the Staff’s comment. In response, the Company has provided revised disclosure on pages 23, 168 and 170
and generally beginning on page 166 of the Amended Registration Statement.

    2

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 here and elsewhere in order to satisfy the specified $40,000,000 “Minimum Cash Condition.”

Response to Comment No. 5: The Company
acknowledges the Staff’s comment and respectfully notes that the Amended Registration Statement accurately describes Sizzle’s
current plans with respect to obtaining additional financing. The Company undertakes to update such disclosure with additional details
as such plans are refined.

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.

Response to Comment No. 6: The
Company acknowledges the Staff’s comment. In response, the Company has updated the disclosure surrounding the tables on pages
16, 17, 36, 55, 56 and 145 to disclose all possible sources, and the extent, of dilution that shareholders electing not to redeem
their shares may experience.

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.

Response to Comment No. 7: In response
to the Staff’s comment, the Company revised the disclosure to reference the copy itself.

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.

Response to Comment No. 8: The Company
acknowledges the Staff’s comment. In response, the Company has inserted footnote 4 under the table on pages 16, 36, 55, and
146 to explain the difference in figures.

    3

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.

Response to Comment No. 9: The Company
acknowledges the Staff’s comment. In response, the Company has inserted 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. on page 59.

    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.

Response to Comment No. 10: The Company
acknowledges the Staff’s comment. In response, the Company has confirmed the basic and diluted per share amounts for the weighted
average number of ordinary shares outstanding for each scenario.

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

Response to Comment No. 11: The Company
acknowledges the Staff’s comment. In response, the Company has inserted disclosure on page 63 and has provided the following explanation.
To arrive at the conclusion of Fair Value of the warrants, the Company’s Warrant agreements and other documentation were analyzed.
A Monte Carlo Model was developed to fairly value the Warrants. The conclusions are explained in the valuation report and are subject
to the Appraiser Certification and Statement of Assumptions and Limiting Conditions contained therein.

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.

Response to Comment No. 12: The Company
acknowledges the Staff’s comment. In response
to the Staff’s comment, the Company has amended the disclosure on page 219 to expand on the Company’s disclosure regarding
inflation. As for the SPAC Sizzle, Sizzle continues to view that inflation does not have a material impact on its business, as referenced in its
revised disclosure on page 195.

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.

Response to Comment No. 13: The Company
acknowledges the Staff’s comment. In response, the Company has added disclosure on page 95 to disclose the number of shares that
could 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.

Response to Comment No. 14: The Company acknowledges the Staff’s
comment and has provided revised and expanded disclosure beginning on page 121 of the Amended Registration Statement.

    4

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.

Response to Comment No. 15: The
Company acknowledges the Staff’s comment. In response, the Company has added the referenced disclosure on pages 138-141 of the
Amended Registration Statement.

    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.

Response to Comment No. 16: The Company
acknowledges the Staff’s comment and has amended the referenced disclosure on page 135.

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.

Response to Comment No. 17: The Company
acknowledges the Staff’s comment and has included a discussion of the sub-proposals discussed in the Advisory Charter Amendments
Proposals section, beginni