SecProbe.io

CORRESP
1
filename1.htm

Critical Metals Corp.

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

VIA EDGAR

December 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. 5 to Registration Statement on Form F-4

    Filed November 13, 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 November 30, 2023, regarding our Amendment No. 5 to Registration Statement on Form F-4 (the
“Registration Statement”) filed with the Commission on November 13, 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. 6 to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

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 Business Combination Proposal, the NTA Proposal and Charter Amendment Proposal.
    Please advise or revise.

Company’s Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure regarding the quorum and approval required for each
of the Proposals. Please see pages 15, 21, 123 and 216 of the Amended Registration Statement.

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.

Company’s Response: The Company
respectfully acknowledges the Staff’s comment. The type and amount of deferred underwriting compensation set forth in the Underwriting
Agreement Amendment was the result of an arm’s length negotiation between Sizzle Acquisition Corp. (“Sizzle”) and Cantor
Fitzgerald & Co. (“Cantor”), as representative of the underwriters listed in the underwriting agreement executed in connection
with Sizzle’s initial public offering. Following several months of negotiation, the parties to the underwriting agreement agreed
that payment to Cantor of the deferred underwriting fee would be paid by shares in lieu of cash, as provided in the original underwriting
agreement. In connection with the risk of holding securities in lieu of cash, and assuming a value per share as determined by the Redemption
Price, the parties agreed to provide a modest premium for payment of such shares. For example, assuming for illustrative purposes only
that the Redemption Price was $10 per share, then the value of the shares to be issued to Cantor would be approximately a ten percent
premium when compared to the cash value provided in the original underwriting agreement. The amount of ordinary shares requested by Cantor
was influenced by (among other things) risks arising from holding securities that are subject to possible price fluctuations in the future,
as well as risks relating to registration and transfer procedures inherent to equity securities that do not exist for cash.

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.

Company’s Response: The Company
acknowledges the Staff’s comment and has revised the disclosure accordingly. Please see pages 29-32.

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.

Company’s Response: The Company acknowledges the Staff’s
comment and has included listing expenses as a separate line item in the pro forma statement of operations and balance sheet (accumulated
deficit) in accordance with IFRS 2. Please see pages73-75.

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.

Company’s Response: The Company acknowledges the Staff’s
comment and has revised the disclosure to reflect corresponding amounts of the “Merger Expenses” in each of the redemption
scenarios presented in the pro forma financial statements. Please see page 75.

    2

    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.

Company’s Response: The Company acknowledges the Staff’s
comment and has revised the disclosure to include an adjustment for the transaction costs in the pro forma statement of operations. In
addition, the Company has revised the pro forma presentation to capture the transaction costs as an adjustment to accumulated deficit
in the pro forma balance sheet. Please see page 75.

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 Prepayment Forward Amount.
    Please expand your disclosure to discuss the short and long-term impact on cash of these arrangements.

Company’s Response: The Company acknowledges the Staff’s
comment and has revised the disclosure accordingly. Please see pages 29-32, 42-45, and 145-148.

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.

Company’s Response: The Company
acknowledges the Staff’s comment and responds below.

Disclosure of Definitive Agreements

In respect to the Staff’s comment regarding providing disclosure
to shareholders to consider in advance of the special meeting, the Company respectfully advises the Staff that any definitive agreements
with Vellar Opportunities Fund Master, Ltd. (“Vellar”) prior to the special meeting will be filed with the SEC to allow shareholders
of Sizzle to consider such information in advance of its special meeting. In particular, Sizzle intends to disclose the entrance into
such definitive agreements within the time requirements of Form 8-K and in compliance with the disclosure obligations set forth in Form
8-K and similarly file such information pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 and related proxy rules under
Regulation 14A. Sizzle will provide such information in time for its shareholders to consider the terms of the definitive agreements in
advance of its special meeting. The exact manner and form of the information provided to Sizzle’s shareholders will be determined
upon entry into such definitive agreements and will be made in light of relevant proxy and other disclosure rules. Such information provided
to Sizzle’s shareholders will disclose material changes, if any, between the terms of the definitive agreements and the terms disclosed
at the time of effectiveness. In connection therewith, the Company will provide similar updated disclosures to the Registration Statement
as required by, and in compliance with, the rules applicable to Form F-4. Finally, if necessary, Sizzle may adjourn or postpone the special
meeting to allow time for consideration of such definitive agreements.

In order to clarify the above, the Company
has added disclosure on pages 29-32, 42-45, and 145-148 of the Amended Registration Statement.

In respect to the Staff’s comment
regarding the analysis on how purchases by Vellar to reduce redemption rates comply with Rule 14e-5, the Company respectfully advises
the Staff that Vellar is not an affiliate of the Sponsor (as such term in defined in the Amended Registration Statement).

Because Vellar is not an affiliate of
the Sponsor, the Company does not believe that Rule 14e-5 applies to Vellar’s purchases of Recycled Shares (as such term is defined
in the Amended Registration Statement), if any.

Although Vellar is not an affiliate
of the Sponsor, as previously mentioned, Sizzle intends to file any binding agreement with Vellar on a Current Report on Form 8-K. On
October 27, 2023, Sizzle filed both a summary of the terms and the binding term sheet for the Equity Forward Arrangement with Vellar on
Form 8-K.

    3

Analysis Under Rule 14e-5 and C&DI
166.01

While the Company maintains that the Equity Forward Arrangement is
not subject to Rule 14e-5, the Company has provided the analysis below to show our belief that the transaction complies with the conditions
of Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), and which we refer to as C&DI 166.01, or the C&DI.
In the discussion below, the relevant language from the C&DI is repeated in italics and is followed by the Company’s analysis.

 ● “the
                                            Securities Act registration statement or proxy statement filed for the business combination
                                            transaction discloses the possibility that the SPAC sponsor or its affiliates will purchase
                                            the SPAC securities outside the redemption process, along with the purpose of such purchases;”

 ○ We respectfully direct the Staff to the disclosure throughout the Amended
Registration Statement, including pages 29-32, 42-45, and 145-148, as well as the terms of the binding agreement included as Exhibit 10.13
to the Amended Registration Statement, which discloses the possibility of such purchases outside the redemption process.

 ● “the
                                            SPAC sponsor or its affiliates will purchase the SPAC securities at a price no higher than
                                            the price offered through the SPAC redemption process;”

 ○ We respectfully direct the Staff to the disclosure on pages 29-32, 42-45, and 145-148, as well as
                                                                  the terms of the binding agreement included as Exhibit 10.13 to the Amended Registration Statement, which states that the price paid
                                                                  by Vellar will be no higher than the redemption price.

 ● “the
                                            Securities Act registration statement or proxy statement filed for the business combination
                                            transaction includes a representation that any SPAC securities purchased by the SPAC sponsor
                                            or its affiliates would not be voted in favor of approving the business combination transaction;”

 ○ We respectfully direct the Staff to the disclosure on pages 29-32,
42-45, and 145-148, as well as the terms of the binding agreement included as Exhibit 10.13 to the Amended Registration Statement, which
states that Vellar will not vote any Recycled Shares in connection with the business combination.

 ● “the
                                            SPAC sponsor and its affiliates do not possess any redemption rights with respect to the
                                            SPAC securities or, if they possess redemption rights, they waive such rights;”

 ○ We respectfully advise the Staff that
                                            the shares of Sizzle common stock are not “Offering Shares” pursuant to Sizzle’s
                                            existing charter and are therefore not subject to redemption rights. We further advise the
                                            Staff that Sizzle’s sponsor has agreed to waive its redemption rights with respect
                                            to any shares of Sizzle common stock held by it in connection with the consummation of the
                                            business combination (which waiver was provided in connection with Sizzle’s IPO and
                                            without any separate consideration paid in connection with providing such waiver), which
                                            waiver was also included in section 1.4 of the Sponsor Support Agreement included as Exhibit
                                            10.1 to the Amended Registration Statement.

 ● “the
                                            SPAC discloses in a Form 8-K, prior to the security hol