Correspondence 0001213900-24-044494 from Critical Metals Corp. (CRML)
Critical Metals Corp.
Date: May 16, 2024 · CIK: 0001951089 · Accession: 0001213900-24-044494
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278400
Letter
VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Critical Metals Corp. Amendment No. 1 to Registration Statement on Form F-1 Filed May 1, 2024 File No. 333-278400
Dear Ms. Packebusch and Mr. Morris:
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 14, 2024, regarding our Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on May 1, 2024.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. Disclosure changes made in response to the Staff’s comment have been made in Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May 1, 2024
General
1. We note your revised disclosure in response to prior comment 3 that the GEM Investor and GYBL may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. Please revise to indicate that the GEM Investor and GYBL are underwriters.
Response to Comment No. 1: The Company respectfully acknowledges the Staff’s comment and has responded by amending the disclosure on the Cover Page and page 136 of the Amended Registration Statement to indicate that the GEM Investor and GYBL are underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
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, Jason A. Rocha, Esq. at jason.rocha@whitecase.com, or by telephone at 713-496-9732.
Sincerely,
/s/ Tony Sage
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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
May 16, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attn: Liz Packebusch and Daniel Morris
Re:
Critical Metals Corp.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 1, 2024
File No. 333-278400
Dear Ms. Packebusch and Mr. Morris:
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 14, 2024, regarding our Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”)
filed with the Commission on May 1, 2024.
For the Staff’s convenience, we have repeated
below the Staff’s comment in bold, and have followed the comment with the Company’s response. Disclosure changes made in response
to the Staff’s comment have been made in Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”),
which is being filed with the Commission contemporaneously with the submission of this letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May
1, 2024
General
1. We
note your revised disclosure in response to prior comment 3 that the GEM Investor and GYBL may be deemed to be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. Please revise to indicate that the GEM Investor and
GYBL are underwriters.
Response to Comment No. 1: The Company respectfully acknowledges
the Staff’s comment and has responded by amending the disclosure on the Cover Page and page 136 of the Amended Registration Statement
to indicate that the GEM Investor and GYBL are underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
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, Jason A.
Rocha, Esq. at jason.rocha@whitecase.com, or by telephone at 713-496-9732.
Sincerely,
/s/ Tony Sage
Tony Sage, Executive Chairman
cc:
Jason A. Rocha, Esq.
White & Case LLP