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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

August
7, 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.

    Amendment
    No. 3 to Registration Statement on Form F-4

    Filed
    May 5, 2023

    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 May 17, 2023, regarding our Amendment No. 3 to Registration Statement
on Form F-4 (the “Registration Statement”) filed with the Commission on May 5, 2023.

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. 4 to the Registration Statement
(the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with the submission
of this letter.

Amendment
No. 3 to Form F-4

Unaudited
Pro Forma Condensed Combined Financial Information, page 56

 1. You
                                            state that the business combination is expected to be accounted for as a share-based payment
                                            transaction in accordance with IFRS 2. Please explain your consideration of paragraphs 8
                                            and 13A of IFRS 2 in determining whether a listing expense should be reflected in the pro
                                            forma financial statements for any excess of fair value of the equity to be issued to the
                                            Sizzle shareholders over the fair value of Sizzle’s identifiable net assets to be acquired.
                                            Refer to 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.”

Response
to Comment No. 1: The Company acknowledges the Staff’s comment and has undertaken a detailed assessment and determined that
the accounting acquiree (“Sizzle”) does not meet the definition of a business under IFRS 3 because it lacks substantive
processes as defined by IFRS 3. Thus, the transaction is to be accounted for as an asset acquisition within the scope of IFRS 3. In
accordance with IFRS 2 paragraph 8, transaction expenses are capitalized (and not expensed as would be the case if the acquisition
was accounted for as a business combination). In accordance with IFRS 2 paragraph 13A and for the purposes of the proforma, the
total value of the shares to be issued to European Lithium Ltd is US$750,000,000 (69,182,725 shares at $10.84 per share) based on
the fairness opinion issued by Marshall & Stevens (details of which are disclosed in the Registration Statement) which has been
allocated against issued capital in the accounts of Pubco.

Unaudited
Pro Forma Combined Balance Sheet as of December 31, 2022, page 60

 2. Please
                                            revise to include a footnote next to each transaction accounting adjustment. For example,
                                            in each scenario, you include an adjustment for Investment in associates without a footnote
                                            reference to explain the adjustment. Refer to Rule 11-02(a)(8) of Regulation S- X.

Response
to Comment No. 2: The Company acknowledges the Staff’s comment and has included a footnote next to each transaction accounting
adjustment referenced in the Company’s pro forma combined balance sheet.

Furthermore,
the Company has revised page 68 of the Amended Registration Statement to include a footnote to reference the adjustment for
Investment in associates.

Unaudited
Pro Forma Combined Statement of Operations for the Six Months Ended December 31, 2022, page 62

 3. Please
                                            clarify how you determined the historical amounts presented for Sizzle Acquisition Corp.
                                            (Sizzle) for the six months ended December 31, 2022. On page 56 you disclose, “The
                                            following unaudited pro forma condensed combined statement of operations for six months ended
                                            December 31, 2022 combines the unaudited historical statement of operations of the Company
                                            for the six months ended December 31, 2022 and the historical statement of operations of
                                            Sizzle for the year ended December 31, 2022.” On page 64 you disclose these amounts
                                            were derived from the statement of operations for the twelve months ended December 31, 2022
                                            less the information for the year ended June 30, 2022. In addition, we note you present net
                                            income for Sizzle for the six months ended December 31, 2022 despite recognizing a net loss
                                            for the same periods based on the 9/30/2022 and 12/31/2022 Form 10-Q and 10-K. Please revise
                                            your presentation if necessary.

Response to Comment No. 3: The Company
respectfully acknowledges the Staff’s comment and has revised pages 55 and 62 of the Amended Registration Statement to reflect references
to appropriate periods and calculations.

Unaudited
Pro Forma Combined Statement of Operations for the Year Ended June 30, 2022, page 63

 4. We
                                            note your response to comment 1 and reissue the comment, in part. Please revise your presentation
                                            of as adjusted basic and diluted profit per share for the historical results of Sizzle.

Response
to Comment No. 4: The Company respectfully acknowledges the Staff’s comment and has revised page 65 of the Amended
Registration Statement to revise the calculation of the basic and diluted profit per shares as of June 30, 2022.

Notes
to Unaudited Pro Forma Condensed Combined Financial Information

Note
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information Transaction Accounting Adjustments to Unaudited Pro Form
Condensed Combined Balance Sheet, page 66

 5. In
                                            notes 2(b) and 2(c)(iii), please revise your disclosure to clearly explain how you determined
                                            the $15.2 million and $29.7 million adjustments recorded to Trade and other payables under
                                            the 50% redemption scenario and maximum redemption scenarios in order to record a pro forma
                                            cash balance of $4,486,768 for each scenario. Please tell us the basis for these deferral
                                            of payment of expenses and how they are supported by the underlying agreements of the business
                                            combination transaction.

Response to Comment No. 5: The Company respectfully acknowledges the
Staff’s comment and notes that the Amended Registration Statement has been revised to remove the deferral of payment of expenses
that were previously shown. The Company has instead revised the presentation on page 68 of the Amended Registration Statement to reflect
recent agreements with Jett Capital and CCM, pursuant to which such financial advisors have agreed to reduce their fees (which are $15,000,000
in the aggregate) in exchange for shares. These arrangements are described in the Amended Registration Statement in note 2(c)(iii) on
page 69 of the Amended Registration Statement, as well as on pages 21 and 22 of the Amended Registration Statement (among other places).

 6. Please
                                            review the sub-footnotes in footnote 2(b) and 2(c) and revise as necessary to ensure each
                                            note references the appropriate adjustment. For example, (vii) is included in the table but
                                            does not have a corresponding sub-footnote explanation.

Response to Comment No. 6: The
Company respectfully acknowledges the Staff’s comment and has revised pages 68 to 69 of the Amended Registration Statement in
the sub-footnotes to footnotes 2(b) and 2(c) to reference the appropriate adjustment. Furthermore, the Company has included the
sub-footnote referenced in the Staff’s comment, on page 69 of the Amended Registration Statement.

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 7. Please
                                            reconcile amounts disclosed in the table at footnote 2(b) to the tables at page 154 which
                                            summarize the sources and uses of funds for the business combination. In this regard, we
                                            note:

 ● the
                                            redemption amount in the maximum redemption scenario at page 154 does not agree with corresponding
                                            amounts calculated based on the table at footnote 2(b),

 ● the
                                            pro forma cash balances at footnote 2(b) do not agree to the cash to balance sheet amounts
                                            for each scenario at page 154,

 ● transaction
                                            expenses at page 154 do not appear to include transaction costs accrued in the historical
                                            financial statements as of December 31, 2022 as disclosed at footnote 2(b)(vi).

Response
to Comment No. 7: The Company respectfully acknowledges the Staff’s comment and has provided updated disclosure to reconcile amounts
on footnote 2(b) to the amounts disclosed in the sources and uses tables elsewhere in the Amended Registration Statement.

 8. Please
                                            revise footnote 2(g) to reflect the fair value of the warrants as of December 31, 2022.

Response to Comment No. 8: The Company
respectfully acknowledges the Staff’s comment and has revised page 70 of the Amended Registration Statement in footnote 2(g) to
reflect the fair value of the warrants as of December 31, 2022.

 9. You
                                            state in footnote 2(i) the $30 million adjustment relates to the transfer of 20% interest
                                            in EV Resources GmbH. Please revise this disclosure to clearly explain the salient details
                                            of this transaction, including if an agreement has been executed and if any consideration
                                            has been transferred or is expected to be transferred. Please also clarify how the $30 million
                                            adjustment was determined, if you have recorded a related asset, and why this adjustment
                                            has only been presented under the no redemption scenario. Lastly, please tell us how you
                                            considered the requirements of Rule 3-05 of Regulation S-K related to the ownership of the
                                            20% interest in EV Resources GmbH.

Response to Comment No. 9: The Company
respectfully acknowledges the Staff’s comment and has revised pages 227 to 228 of the Amended Registration Statement to provide disclosure
to clearly explain the salient details of the transfer of 20% interest in EV Resources GmbH. Furthermore, the Company on page 70 of the
Amended Registration Statement has included disclosure to clarify the $362,272 adjustment for the transfer of 20% interest in EV Resources
GmbH.

In
respect of the Staff’s comment, the Company has considered the guidance in Rule 1-02(w), Rule 3-05 and Rule 11-01, among others,
of Regulation S-X with respect to the transfer of the 20% interest in EV Resources GmbH, and the Company has determined that such acquisition
will not be considered “significant” under such applicable rules. Nevertheless, the Company has chosen to reflect the acquisition
in the pro forma financial information included in the Registration Statement because the Company believes such information would be
material to investors, as permitted under Rule 11-01(a)(8).

We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact the Company’s counsel, Nahal A. Nellis, Esq., at nnellis@egsllp.com, or Matthew Gray, at mgray@egsllp.com, or by telephone
at (212) 370-1300.

    Sincerely,

    /s/ Tony
    Sage

    Tony Sage, Executive Chairman

    cc:
    Nahal
    A. Nellis, Esq.

    Matthew
    Gray, Esq.

    Ellenoff Grossman & Schole LLP

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