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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 27, 2026

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Michael Purcell

 Re: Critical Metals Corp.

Registration Statement on Form F-3

Filed February 23, 2026

File No. 333-293656

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Critical Metals Corp.
(the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form
F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at, 4:30 p.m.
Washington, D.C. time on March 3, 2026, or as soon as practicable thereafter.

Please contact the Company’s counsel,
Jason A. Rocha, Esq. at jason.rocha@whitecase.com, or by telephone at 713-496-9732, with any questions and please notify him when this
request for acceleration has been granted.

    Sincerely,

    /s/ Tony Sage

    Tony Sage, Executive Chairman

 cc: Jason A. Rocha, Esq., White & Case LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           February 26, 2026

Tony Sage
Chief Executive Officer
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.
           Registration Statement on Form F-3
           Filed February 23, 2026
           File No. 333-293656
Dear Tony Sage:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Michael Purcell at 202-551-5351 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:    Jason Rocha
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

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.
 Registration Statement on Form F-3
 Filed April 2, 2025
 File No. 333-286326
Dear Tony Sage:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Jason Rocha
</TEXT>
</DOCUMENT>

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 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

 April 10, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Kevin Dougherty

 Re: Critical Metals Corp.

 Registration Statement
on Form F-3

 Filed April 2, 2025

 File No. 333-286326

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Critical Metals Corp.
(the "Company") hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form
F-3 (the "Registration Statement") be accelerated to, and that the Registration Statement be declared effective at, 4:30 p.m.
Washington, D.C. time on April 14, 2025, or as soon as practicable thereafter.

 Please contact the Company's counsel,
Jason A. Rocha, Esq. at jason.rocha@whitecase.com, or by telephone at 713-496-9732, with any questions and please notify him when this
request for acceleration has been granted.

 Sincerely,

 /s/ Tony Sage

 Tony Sage, Executive Chairman

 cc: Jason A. Rocha, Esq., White & Case LLP

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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 20, 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.

    Registration Statement on Form F-1

    Filed March 29, 2024, as amended

    File No. 333-278400

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended,
Critical Metals Corp. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared
effective at, 4:30 p.m. Washington, D.C. time on May 22, 2024, or as soon as practicable thereafter.

Please contact the Company’s counsel, Jason
A. Rocha, Esq. at jason.rocha@whitecase.com, or by telephone at 713-496-9732, with any questions and please notify him when this request
for acceleration has been granted.

    Sincerely,

    /s/ Tony Sage

    Tony Sage, Executive Chairman

    cc:
    Jason A. Rocha, Esq.

    White & Case LLP

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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

United States securities and exchange commission logo
May 14, 2024
Dietrich Wanke
Chief Executive Officer
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. 1 Registration Statement on Form F-1
Filed May 1, 2024
File No. 333-278400
Dear Dietrich Wanke:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 April 25, 2024 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.

 FirstName LastNameDietrich Wanke
 Comapany NameCritical Metals Corp.
 May 14, 2024 Page 2
 FirstName LastName
Dietrich Wanke
Critical Metals Corp.
May 14, 2024
Page 2
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jason Rocha

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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 1, 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.

    Registration Statement on Form F-1

    Filed March 29, 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 April 25, 2024, regarding our Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission
on March 29, 2024.

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.

Registration Statement on Form F-1

Cover Page

1. For each of the shares being registered for resale, disclose the price that the selling stockholders paid for the shares. In this
regard we note your tabular disclosure at page 20.

Response to Comment
No. 1: The Company respectfully acknowledges the Staff’s comment and has responded by amending the disclosure on the Cover Page
of the Amended Registration Statement.

Risk Factors, page 22

2. Please either revise your first risk factor or include an additional risk factor
highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading
price of the ordinary shares. To illustrate this risk, disclose the purchase price of the securities being registered for resale in addition
to disclosing the percentage that these shares currently represent of the total number of shares outstanding.

Response to
Comment No. 2: The Company respectfully acknowledges the Staff’s comment and has responded by amending the disclosure on pages 22-23
of the Amended Registration Statement.

General

3. We note that GEM Global, a selling stockholder, is the equity line investor under
the GEM Agreement. Please revise to indicate that GEM Global is an underwriter. Refer to Securities Act Compliance and Disclosure Interpretation
139.13.

Response
to Comment No. 3: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the Cover Page
and page 136 of the Amended Registration Statement to indicate that GEM Global may be deemed to be an underwriter within the meaning
of Section 2(a)(11) of the Securities Act of 1933, as amended.

4. Please revise your prospectus to provide the following disclosures with respect
to the GEM Agreement:

 ● the material risks of an investment in the Company and in the offering,
including:

 o the possibility that the Company may not have access to the full amount available to it under the equity line; and

 o whether GEM Global can engage in short-selling activities and, if so, how any sales activities after announcement of a put may
negatively affect the Company’s share price.

 ● the material market activities of GEM Global, including:

 o any short selling of the Company’s securities or other hedging activities that GEM Global may or has engaged in, including
prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement; and

 o how GEM Global intends to distribute the securities it owns or will acquire.

 ● how the provisions of Regulation M may prohibit GEM Global and any other
distribution participants that are participating in the distribution of the Company’s securities from:

 o engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock) while
the equity line is in effect; and

 o purchasing shares in the open market while the equity line is in effect.

Response
to Comment No. 4: The Company respectfully acknowledges the Staff’s comment and has responded by amending the disclosure on
pages 24 and 25 of the Amended Registration Statement.

5. Please revise your summary and risk factor disclosure to specifically reference
the Equity Forward Purchase Arrangement described in your recent registration statement on Form F-4 and clarify the status of the arrangement.

Response to Comment No. 5: The
Company respectfully acknowledges the Staff’s comment and refers the Staff to the disclosure on page 13 of the Amended Registration
Statement, which states that the Equity Forward Purchase Agreement was terminated on February 8, 2024. The termination of the Equity Forward
Purchase Agreement was also disclosed on the Company’s Proxy Statement/Prospectus Supplement No. 1, filed pursuant to Rule 424(b)(3)
on February 15, 2024.

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

United States securities and exchange commission logo
April 25, 2024
Dietrich Wanke
Chief Executive Officer
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.
Registration Statement on Form F-1
Filed March 29, 2024
File No. 333-278400
Dear Dietrich Wanke:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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.
Registration Statement on Form F-1 filed March 29, 2024
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
stockholders paid for the shares. In this regard we note your tabular disclosure at page 20.
Risk Factors, page 22
2.Please either revise your first risk factor or include an additional risk factor highlighting
the negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the ordinary shares. To illustrate this risk, disclose the
purchase price of the securities being registered for resale in addition to disclosing the
percentage that these shares currently represent of the total number of shares outstanding.

 FirstName LastNameDietrich Wanke
 Comapany NameCritical Metals Corp.
 April 25, 2024 Page 2
 FirstName LastName
Dietrich Wanke
Critical Metals Corp.
April 25, 2024
Page 2
General
3.We note that GEM Global, a selling stockholder, is the equity line investor under the
GEM Agreement. Please revise to indicate that GEM Global is an underwriter. Refer to
Securities Act Compliance and Disclosure Interpretation 139.13.
4. Please revise your prospectus to provide the following disclosures with respect to the
GEM Agreement:

•the material risks of an investment in the Company and in the offering, including:othe possibility that the Company may not have access to the full amount
available to it under the equity line; and
owhether GEM Global can engage in short-selling activities and, if so, how any
sales activities after announcement of a put may negatively affect the
Company’s share price.
•the material market activities of GEM Global, including:oany short selling of the Company’s securities or other hedging activities that
GEM Global may or has engaged in, including prior to entering into the
agreement and prior to the receipt of any shares pursuant to the terms of the
agreement; and
ohow GEM Global intends to distribute the securities it owns or will acquire.
•how the provisions of Regulation M may prohibit GEM Global and any other
distribution participants that are participating in the distribution of the Company’s
securities from:oengaging in market making activities (e.g., placing bids or making purchases to
stabilize the price of the common stock) while the equity line is in effect; and
opurchasing shares in the open market while the equity line is in effect.
5.Please revise your summary and risk factor disclosure to specifically reference the Equity
Forward Purchase Arrangement described in your recent registration statement on Form
F-4 and clarify the status of the arrangement.

 FirstName LastNameDietrich Wanke
 Comapany NameCritical Metals Corp.
 April 25, 2024 Page 3
 FirstName LastName
Dietrich Wanke
Critical Metals Corp.
April 25, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jason Rocha

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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

December 22, 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, as amended (File No. 333-268970)
    (the “Registration Statement”)

Dear Mr. Levenberg:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Critical Metals Corp., hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 9:00 a.m. Eastern Standard Time on Wednesday, December
27, 2023, or as soon as thereafter practicable.

    Very Truly Yours,

    CRITICAL METALS CORP.

    By:
    /s/ Tony Sage

    Name:
    Tony Sage

    Title
    Executive Chairman

    cc:
    Jason A. Rocha, Esq.

    White & Case LLP

    Nahal A. Nellis, Esq.

    Matthew Gray, Esq.

    Ellenoff Grossman & Schole LLP

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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

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

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

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

November 17, 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.

Dear Mr. Levenberg:

Reference is made to the response
of Critical Metals Corp. (the “Company” ) to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), on August 22, 2023, regarding our Amendment No.
4 to Registration Statement on Form F-4 (the “Registration Statement”) filed with the Commission on August 7, 2023.
Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 5 to the Registration Statement (the
“Amended Registration Statement”), which was filed with the Commission on November 13, 2023.

We thank the Staff for its review
of the foregoing and the Amended Registration Statement. As discussed with Jason A. Rocha of White & Case LLP on November 16, 2023,
if you have further comments or questions regarding the Amended Registration Statement, please feel free to contact, Jason A. Rocha, at
jason.rocha@whitecase.com, or by telephone at (713) 496-9732, Nahal A. Nellis, Esq., at nnellis@egsllp.com, and Matthew Gray, at mgray@egsllp.com,
or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Tony Sage

    Tony Sage, Executive Chairman

    cc:
    Jason A. Rocha, Esq.

    White & Case LLP

    Nahal A. Nellis, Esq.

    Matthew Gray, Esq.

    Ellenoff Grossman & Schole LLP

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

November 9,
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. 4 to Registration Statement on Form F-4

    Filed
    August 7, 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 August 22, 2023, regarding our Amendment No. 4 to Registration Statement
on Form F-4 (the “Registration Statement”) filed with the Commission on August 7, 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. 5 to the Registration Statement
(the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with the submission
of this letter.

Amendment
No. 4 to Registration Statement on Form F-4 Cover Page

Proposal
No. 1 -- The NTA Proposal, page 0

 1. We
                                            note the disclosure you added regarding the new “NTA Proposal.” Where you discuss
                                            this proposal, including in the letter to Sizzle stockholders, please disclose that passage
                                            of this proposal poses risks to stockholders, and include a cross-reference to the related
                                            disclosure which begins at page 105 under “Risks Related to the NTA Proposal.”

Response
to Comment No. 1: The Company respectfully acknowledges the Staff’s comment and has included a reference to risks to Sizzle stockholders
and the cross-reference noted as per the Staff’s comment, in the Amended Registration Statement, on the cover page, the notice
page and on pages 12, 15, 51 and 172.

 Summary
                                            of the Proxy Statement/ Prospectus

Conditions
to Consummation of the Business Combination, page 33

 2. Your
                                            disclosure on the prospectus cover page that each of the Business Combination Proposal, the
                                            NTA Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal
                                            and the ESPP Proposal is cross-conditioned on the approval of each other appears inconsistent
                                            with disclosure here that if the NTA Proposal is not approved at the special meeting of Sizzle
                                            stockholders, the Business Combination would otherwise occur if the $5,000,001 minimum net
                                            tangible asset test is satisfied by Sizzle or Pubco and after payment of SPAC’s underwriters’
                                            fees and commissions. Please advise or revise.

Response
to Comment No. 2: The Company respectfully acknowledges the Staff’s comment and has revised references to the NTA Proposal to
indicate that the Business Combination can be consummated (assuming satisfaction of the referenced condition precedent proposals) if
either the NTA Proposal is approved or if the referenced minimum net tangible asset test is satisfied. Accordingly, revised
disclosure is provided in the Amended Registration Statement on the cover page, notice page and in other relevant
disclosure.

Unaudited
Pro Forma Condensed Combined Financial Information, page 58

 3. We
                                            note your response to comment 1. In your response, you state the value of the shares to be
                                            issued to European Lithium Ltd (EUR) is US$750,000,000 based on the fairness opinion which
                                            has been allocated against issued capital in the accounts of Pubco. However, you have not
                                            addressed the accounting for the difference between the value of the shares to be issued
                                            by the accounting acquirer (EUR) and the fair value of the accounting acquiree’s (Sizzle’s)
                                            identifiable net assets in the pro forma financial statements. Refer to 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.

Response
to Comment No. 3: The Company respectfully acknowledges the Staff’s comment and responds to this query in three parts.

Part
1 – Identifying the Acquirer

Under
IFRS 3 Business Combinations, the accounting acquirer is the entity that obtains control of the other combining business. IFRS 3 initially
directs an entity to IFRS 10 Consolidated Financial Statements to identify the acquirer, and to consider which entity controls the other
(i.e., the acquiree).

Management
initially considered the three elements of control outlined in IFRS 10. Based on the transaction structure and the voting and economic
rights post-transaction, there is not a clear indicator as to which entity obtains control. Neither European Lithium Ltd (EUR) or Sizzle
Acquisition Corp (Sizzle) shareholding groups acquire unilateral control of the Company. The Post-Closing Board of the Company, which
is considered to be the governing body that will control the Company (including decisions on activities that impact the Company’s
operating performance given, its ability to approve operating budgets and key management etc.) will not be unilaterally controlled by
EUR or Sizzle. Accordingly, management further analyzed the acquiring entity by applying paragraphs B14–B18 of IFRS 3.

Although
there is a higher level of judgement when it comes to the analysis of the conditions set forth in IFRS 3, management believes that the
indicators of relative voting rights, composition of governing body, composition of senior management, terms of exchange, relative size,
and other factors favored EUR as the accounting acquirer. Therefore, based upon the above guidance, management has determined that EUR
is the accounting acquirer under IFRS 3. Therefore, Sizzle is considered to the accounting acquiree.

    2

Part
2 – Evaluate whether the Accounting Acquirer is a Business

IFRS
3 requires the entity to determine whether assets acquired, and any liability assumed constitute a business. If the assets and liabilities
are not considered to be a business, then the transaction should be accounted for an asset acquisition.

Following
a detailed review, management determined that the accounting acquiree (being 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.

Part
3 - Accounting for an Asset Acquisition

As
set out above, the Business Combination is to be accounted for as an asset acquisition in accordance with IFRS 3. For the purposes of
the proforma, the total cost of the shares to be issued to EUR (67,989,216 shares at $11.03 per share) has been allocated against issued
capital in the accounts of the Company. The number of shares to be issued has been calculated by taking into account the fair value of
the shares ($11.03) with the total consideration of $750,000,000 based on the fairness opinion issued by Marshall & Stevens. The
fair value of the shares ($11.03) has been calculated based on the cash balance of Sizzle as at October 19, 2023 ($34,042,748) divided
by the current shares on issue by Sizzle (3,086,053).

Unaudited
Pro Forma Combined Balance Sheet as of December 31, 2022, page 62

 4. We
                                            note your presentation of a pro forma negative cash balance of $(20,229,715) under the maximum
                                            redemption scenario. Please address the following points:

 ● Tell
                                            us how you determined that the transaction remains viable under these circumstances and why
                                            you believe the current presentation reflects a scenario that is probable of occurring.

 ● If
                                            true, disclose that you do not have the ability to fund the business combination transaction
                                            under the maximum redemption scenario and highlight the uncertainties surrounding the completion
                                            of the transaction assuming maximum redemptions.

 ● Expand
                                            your pro forma disclosure to describe any other sources of funding available to meet the
                                            minimum cash conditions with details sufficient to understand how the company determined
                                            that this funding is probable of occurring.

 ● Tell
                                            us why you believe, with reference to authoritative literature, it is appropriate to present
                                            a pro forma negative cash balance, as opposed to a liability or other presentation.

Response to Comment No. 4: The Company
respectfully acknowledges the Staff’s comment and has revised unaudited pro forma combined financial statements in the Amended Registration
Statement to reflect, among other things, the entrance into a binding agreement with Vellar Opportunities Fund Master, LTD., which will
provide the combined company with up to $10 million of cash at the closing of the business combination transaction. For further information
regarding the agreement, please see pages 138-139 in the Amended Registration Statement. As a result of this financing arrangement and
other changes reflected in the pro forma financial statements, the combined company now will have a positive cash balance under all of
the redemption scenarios presented in the Registration Statement, including in the maximum redemption scenario.

We have also provided a summary of all
the financing arrangements affecting the combined company on pages 137-140 of the Amended Registration Statement and we have updated references
to these financing arrangements on several pages of the Registration Statement, including on the cover page, the notice of special meeting
and pages 15, 18, 29-30, 39, 42, 64, 72-73, 97 and 137-140. As a result of these currently effective and/or future financing arrangements,
together with other changes as reflected throughout the Amended Registration Statement, we believe that the transaction remains viable
under all redemption scenarios.

    3

 5. We
                                            note you included $1.875 million related to GEM Agreement commitment in your pro forma combined
                                            balance sheet as Other current assets, which is described in footnote 2(j). Please explain
                                            why you believe the payment of the commitment fee represents an asset for purposes of your
                                            pro forma financial statement presentation.

Response
to Comment 5: The Company respectfully acknowledges the Staff’s comment and confirms that the Company is entitled to draw down
up to US$125 million of gross proceeds (the “Aggregate Limit”) under the GEM Agreement in exchange for ordinary shares of
the Company following closing of the Business Combination, subject to an effective registration statement of the Company registering
for resale the ordinary shares issuable to GEM upon any such draw down. The Company is obligated to pay a commitment fee to GEM at the
closing of the Business Combination in an amount equal to 1.5% of the Aggregate Limit which equates to the $1,875,000 disclosed in the
proforma (1.5% of $125,000,000). The Aggregate Limit funds will not be available until after of the closing of the Business Combination
and an effective registration statement of the Company registering for resale the ordinary shares issuable to GEM upon any such draw
down, causing the commitment fee to be considered a prepayment, and as such has been coded as a current asset with the other side being
recognised as a payable.

Unaudited
Pro Forma Combined Statement of Operations for the Six Months Ended December 31, 2022, page 64

 6. We
                                            note your response to comment 3. Please address the following:

 ● It
                                            appears you have included the provision for income tax as a finance cost in the historical
                                            column. Explain why you believe this classification is appropriate or revise.

 ● We
                                            are not able to recalculate the amount included as formation and operating costs. Please
                                            provide your calculation or revise this amount.

 ● Based
                                            on a net loss of $253,893 for the year ended December 31, 2022, less net loss of $327,734
                                            for the six months ended June 30, 2022, it appears the amount included as net income for
                                            the six-month period ended December 31, 2022 should be $73,841 rather than $411,808. Please
                                            explain or revise your disclosure.

Response
to Comment 6: The Company respectfully acknowledges the Staff’s comment and has revised the unaudited proforma combined statement
of operations to reflect the provision for income tax as a separate line item titled “income tax expense”.

The
Company confirms that the amount included under formation and operating cost expense including franchise tax expenses (which is considered
an operating cost expense) for Sizzle Acquisition Corp. of $2,777,863 has been calculated based on the formation and operating costs
for the six month period ended June 30, 2023 ($1,184,700) plus formation and operating costs for the twelve month period ended December
31, 2022 ($2,222,551) less formation and operating costs for the six month period ended June 30, 2022 ($629,388).

The
Company confirms that the Loss after tax from continuing operations for Sizzle Acquisition Corp. of $29,161 for the twelve months ended
June 30, 2023 has been calculated based on net loss for the six month period ended June 30, 2023 ($103,063) plus loss for the twelve
month period ended December 31, 2022 ($253,833) less net loss for the six month period ended 30 June 30, 2022 ($327,734).

    4

 Risk
Factors

Pubco’s
issuance of additional capital stock in connection with financings, acquisitions, investments, share

incentive plans or otherwise..., page 112

 7. Please
                                            revise to quantify the number of shares that may be issued under the GEM A

United States securities and exchange commission logo
August 22, 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. 4 to Registration Statement on Form F-4
Filed August 7, 2023
File No. 333-268970
Dear Tony Sage:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 17, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-4
Cover Page
Proposal No. 1 -- The NTA Proposal, page 0
1.We note the disclosure you added regarding the new "NTA Proposal."  Where you discuss
this proposal, including in the letter to Sizzle stockholders, please disclose that passage of
this proposal poses risks to stockholders, and include a cross-reference to the related
disclosure which begins at page 105 under "Risks Related to the NTA Proposal."

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 August 22, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
August 22, 2023
Page 2
Summary of the Proxy Statement/ Prospectus
Conditions to Consummation of the Business Combination, page 33
2.Your disclosure on the prospectus cover page that each of the Business Combination
Proposal, the NTA Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the
Incentive Plan Proposal and the ESPP Proposal is cross-conditioned on the approval of
each other appears inconsistent with disclosure here that if the NTA Proposal is not
approved at the special meeting of Sizzle stockholders, the Business Combination would
otherwise occur if the $5,000,001 minimum net tangible asset test is satisfied by Sizzle or
Pubco and after payment of SPAC’s underwriters’ fees and commissions.  Please advise
or revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 58
3.We note your response to comment 1.  In your response, you state the value of the shares
to be issued to European Lithium Ltd (EUR) is US$750,000,000 based on the fairness
opinion which has been allocated against issued capital in the accounts of Pubco.
However, you have not addressed the accounting for the difference between the value of
the shares to be issued by the accounting acquirer (EUR) and the fair value of the
accounting acquiree's (Sizzle’s) identifiable net assets in the pro forma financial
statements.  Refer to 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.
Unaudited Pro Forma Combined Balance Sheet as of December 31, 2022, page 62
4.We note your presentation of a pro forma negative cash balance of $(20,229,715) under
the maximum redemption scenario. Please address the following points:
•Tell us how you determined that the transaction remains viable under these
circumstances and why you believe the current presentation reflects a scenario that is
probable of occurring.
•If true, disclose that you do not have the ability to fund the business combination
transaction under the maximum redemption scenario and highlight the uncertainties
surrounding the completion of the transaction assuming maximum redemptions.
•Expand your pro forma disclosure to describe any other sources of funding available
to meet the minimum cash conditions with details sufficient to understand how the
company determined that this funding is probable of occurring.
•Tell us why you believe, with reference to authoritative literature, it is appropriate to
present a pro forma negative cash balance, as opposed to a liability or other
presentation.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 August 22, 2023 Page 3
 FirstName LastNameTony Sage
Critical Metals Corp.
August 22, 2023
Page 3
5.We note you included $1.875 million related to GEM Agreement commitment in your pro
forma combined balance sheet as Other current assets, which is described in footnote 2(j).
 Please explain why you believe the payment of the commitment fee represents an asset
for purposes of your pro forma financial statement presentation.
Unaudited Pro Forma Combined Statement of Operations for the Six Months Ended December
31, 2022, page 64
6.We note your response to comment 3.  Please address the following:

•It appears you have included the provision for income tax as a finance cost in the
historical column.  Explain why you believe this classification is appropriate or
revise.
•We are not able to recalculate the amount included as formation and operating costs.
Please provide your calculation or revise this amount.
•Based on a net loss of $253,893 for the year ended December 31, 2022, less net loss
of $327,734 for the six months ended June 30, 2022, it appears the amount included
as net income for the six-month period ended December 31, 2022 should be $73,841
rather than $411,808.  Please explain or revise your disclosure.
Risk Factors
Pubco's issuance of additional capital stock in connection with financings, acquisitions,
investments, share incentive plans or otherwise..., page 112
7.Please revise to quantify the number of shares that may be issued under
the GEM Agreement and any possible negative impact on future stock prices as a result.

Exhibit 5.1 -- Legality Opinion, page 1
8.Please obtain and file an opinion without the assumption that "The Company will have
sufficient authorised and unissued Ordinary Shares under the Amended Memorandum and
Articles at the time any Ordinary Shares are issued."  See Staff Legal Bulletin No. 19 at
Section II.B.3.a (counsel may not "assume any of the material facts underlying the
opinion").
General
9.We note that Cantor Fitzgerald & Co. was an underwriter for the initial public offering of
the SPAC. Please tell us, with a view to disclosure, 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.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 August 22, 2023 Page 4
 FirstName LastName
Tony Sage
Critical Metals Corp.
August 22, 2023
Page 4
10.We note you disclose that Sizzle arranged and mailed a definitive proxy statement for a
special meeting of stockholder to vote on a proposal to extend the date by which Sizzle is
required to consummate an initial business combination to February 8, 2024.  We further
note that Sizzle filed a Form 8-K on August 7, 2023 disclosing that in connection with
such meeting, stockholders holding 1,337,224 share of common stock exercise their right
to redeem their shares.  Please update your filing accordingly.
11.Where you present the maximum redemption scenario throughout your filing, please
clarify that this reflects the approval of the NTA Proposal.
12.We note your response to prior comment 5 to our letter issued January 19, 2023 and
reissue the comment in part.  We note your statement at page 93 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 this
condition and the impact of the GEM Agreement on such condition.
            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

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

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.

    2

 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

3

United States securities and exchange commission logo
May 17, 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. 3 to Registration Statement on Form F-4
Filed May 5, 2023
File No. 333-268970
Dear Tony Sage:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2023 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.”

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 May 17, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
May 17, 2023
Page 2
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.
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.
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.
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.
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.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 May 17, 2023 Page 3
 FirstName LastName
Tony Sage
Critical Metals Corp.
May 17, 2023
Page 3
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).

8.Please revise 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.
            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

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

May 5, 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. 2 to Registration Statement on Form F-4

    Filed March 29, 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 April 17, 2023, regarding our Amendment No. 2 to Registration Statement on Form F-4 (the “Registration
Statement”) filed with the Commission on March 29, 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. 3 to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 2 to Form F-4

Unaudited Pro Forma Combined Statement of
Operations, page 61

1. We note your response to comment 3 and reissue the comment, in part. Please revise your presentation
of basic and diluted profit per share for each scenario presented.

Response to Comment No. 1: The Company
acknowledges the Staff’s comment and has revised the presentation of basic and diluted profit per share for each scenario presented,
on page 62 of the Amended Registration Statement.

Marshall and Stevens' Opinion, page 135

2. We note your response to prior comment 2 and your revised disclosure at page 142 that "The copy
of the Marshall & Stevens opinion by its terms states that it is not for the benefit of or to be relied on by any person or entity
other than the Board, although the effectiveness, if any, of this disclaimer is not in the purview of Sizzle or Pubco to advise as to
its effect." Please expand your disclosure to include the substance of your discussion in the last paragraph of your response, including
that the effect of such disclaimer as a matter of Delaware law will be resolved by a court of competent jurisdiction. Also disclose that
resolution of the question of the availability of any such defense will have no effect on the rights and responsibilities of the board
of directors under applicable state law. Further disclose that the availability of such a state-law defense to Marshall & Stevens
would have no effect on the rights and responsibilities of either Marshall & Stevens or the board of directors under the federal securities
laws.

Response to Comment No. 2: The Company
acknowledges the Staff’s comment, and has provided the expanded disclosure, which was referenced above in the Staff’s comment,
in revised disclosure in the Amended Registration Statement, on page 145.

Material U.S. Federal Income Tax Considerations,
page 171

3. We note your response and revised disclosure in response to prior comment 1, including that "it
is intended that the (i) Merger, together with other relevant portions of the transactions contemplated by the Merger Agreement, qualifies
as a Section 351 Transaction and (ii) the Merger qualifies as a Section 368(a) Reorganization." Please revise to clarify that counsel
will opine that the (i) Merger, together with other relevant portions of the transactions contemplated by the Merger Agreement, qualifies
as a Section 351 Transaction and (ii) the Merger qualifies as a Section 368(a) Reorganization. In addition, to the extent you intend to
file a short form tax opinion as Exhibit 8.1, please revise your disclosure to clearly identify and articulate the opinion being rendered.

Response to Comment No. 3: The
Company acknowledges the Staff’s comment. In response to the Staff’s comment, the Company has revised the disclosure on
pages 174 and 179 of the Amended Registration Statement to indicate the opinion of counsel regarding Code Section 351, and the
opinion and statements in the disclosure indicate that the conclusions set forth therein are the opinion of counsel. However, as
indicated in the disclosure, because of factual uncertainties, neither the Company’s nor Sizzle’s counsel is able to
opine on the applicability of Section 368. Additionally, in respect of the Staff’s comment, the Company has provided a form of
opinion as Exhibit 8.1 to the Amended Registration Statement.

Mineral Resources, page 224

4. We note your response to comment 7 and have reviewed the parameters included with your filing. Please
add the hydrometallurgical recovery expected for the conversion of a 6% lithium concentrate to lithium hydroxide with your other cutoff
grade economic parameters.

Response to Comment No. 4: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 227 of the Amended Registration Statement to include the
requested information.

Exhibit 96.1 Wolfsberg

Qualified Persons Opinion on Reasonable
Prospects for Economic Extraction, page E-72

5. We note your response to comment 9 and your statement the economic viability was demonstrated for this
initial assessment by a prefeasibility study completed in 2018, which may not have been compliant with S-K 1300. We partially re-issue
comment 9. The economic potential for an initial assessment may be demonstrated through a discussion/demonstration of the cutoff grade
calculation or by an optional cash flow analysis, but not by referencing other feasibility studies or documents. Please include a discussion/demonstration
your cutoff grade calculation methodology in this section to support your assertion of economic potential for your resource estimates.

Response to Comment No. 5: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 71 of Exhibit 96.1 to the Amended Registration Statement
based on the comment and as further discussed with the Staff via telephone. Specifically, the references to the prefeasibility study have
been removed (among other changes as set forth on page 71 of Exhibit 96.1).

    2

Exhibit 96.1 Wolfsberg Price Forecast, page
E-81

6. We note your response to comment 10, discussing the forecast prices and specifications of your salable
products. Please add lithium hydroxide forecast prices and specifications to your table of salable products, as this product was the primary
saleable product used to satisfy your assertion of reasonable economic prospects.

Response to Comment No. 6: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 76-77 of Exhibit 96.1 to the Amended Registration Statement
based on the comment and as further discussed with the Staff via telephone.

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

3

United States securities and exchange commission logo
April 17, 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. 2 to Registration Statement on Form F-4
Filed March 29, 2023
File No. 333-268970
Dear Tony Sage:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 2, 2023 letter.
Amendment No. 2 to Form F-4
Unaudited Pro Forma Combined Statement of Operations, page 61
1.We note your response to comment 3 and reissue the comment, in part.  Please revise your
presentation of basic and diluted profit per share for each scenario presented.
Marshall and Stevens' Opinion, page 135
2.We note your response to prior comment 2 and your revised disclosure at page 142 that
"The copy of the Marshall & Stevens opinion by its terms states that it is not for the
benefit of or to be relied on by any person or entity other than the Board, although the
effectiveness, if any, of this disclaimer is not in the purview of Sizzle or Pubco to advise

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 April 17, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
April 17, 2023
Page 2
as to its effect." Please expand your disclosure to include the substance of your discussion
in the last paragraph of your response, including that the effect of such disclaimer as a
matter of Delaware law will be resolved by a court of competent jurisdiction. Also
disclose that resolution of the question of the availability of any such defense will have no
effect on the rights and responsibilities of the board of directors under applicable state
law. Further disclose that the availability of such a state-law defense to Marshall
& Stevens would have no effect on the rights and responsibilities of either Marshall
& Stevens or the board of directors under the federal securities laws.

Material U.S. Federal Income Tax Considerations, page 171
3.We note your response and revised disclosure in response to prior comment 1, including
that "it is intended that the (i) Merger, together with other relevant portions of the
transactions contemplated by the Merger Agreement, qualifies as a Section 351
Transaction and (ii) the Merger qualifies as a Section 368(a) Reorganization." Please
revise to clarify that counsel will opine that the (i) Merger, together with other relevant
portions of the transactions contemplated by the Merger Agreement, qualifies as a Section
351 Transaction and (ii) the Merger qualifies as a Section 368(a) Reorganization.  In
addition, to the extent you intend to file a short form tax opinion as Exhibit 8.1, please
revise your disclosure to clearly identify and articulate the opinion being rendered.
Mineral Resources, page 224
4.We note your response to comment 7 and have reviewed the parameters included with
your filing.  Please add the hydrometallurgical recovery expected for the conversion of a
6% lithium concentrate to lithium hydroxide with your other cutoff grade economic
parameters.
Exhibit 96.1 Wolfsberg
Qualified Persons Opinion on Reasonable Prospects for Economic Extraction, page E-72
5.We note your response to comment 9 and your statement the economic viability was
demonstrated for this initial assessment by a prefeasibility study completed in 2018, which
may not have been compliant with S-K 1300.  We partially re-issue comment 9.  The
economic potential for an initial assessment may be demonstrated through a
discussion/demonstration of the cutoff grade calculation or by an optional cash flow
analysis, but not by referencing other feasibility studies or documents.  Please include a
discussion/demonstration your cutoff grade calculation methodology in this section to
support your assertion of economic potential for your resource estimates.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 April 17, 2023 Page 3
 FirstName LastName
Tony Sage
Critical Metals Corp.
April 17, 2023
Page 3
Exhibit 96.1 Wolfsberg
Price Forecast, page E-81
6.We note your response to comment 10, discussing the forecast prices and specifications of
your salable products.  Please add lithium hydroxide forecast prices and specifications to
your table of salable products, as this product was the primary saleable product used to
satisfy your assertion of reasonable economic prospects.
            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

CORRESP
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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

March 29, 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. 1 to Registration Statement on Form F-4

    Filed February 14, 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 March 2, 2023, regarding our Amendment No. 1 to Registration Statement on Form F-4 (the “Registration
Statement”) filed with the Commission on February 14, 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. 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 Form F-4

What are the U.S. federal income tax consequences
if I do not exercise my redemption rights and instead participate..., page 23

    1.
    We note your revised disclosure in response to prior comment 4. Please revise to clarify that counsel will opine that the Business Combination should qualify as part of an exchange described in Section 351 of the Code. Please also discuss here and in a new risk factor the potential adverse consequences to those participating in the Business Combination if it does not qualify as part of an exchange described in Section 351 of the Code.

Response to Comment No. 1: In
response to the Staff’s comment, the Company has revised the disclosure on pages 23 and 24 of the Amended Registration
Statement and included a new risk factor on pages 101 and 102 as referenced in the Staff’s comment. The Company has also
generally provided updated disclosure in the section entitled “Material U.S. Federal Income Tax Considerations” beginning on page
171 of the Amended Registration Statement. Counsel will provide an opinion on the qualification of the Merger as part of an exchange
described in Section 351 of the Code in an updated opinion that will be filed as Exhibit 8.1.

Marshall & Stevens Opinion, page 46

    2.
    We note your response to prior comment 7, and we re-issue the comment. Please ask the advisor to remove from the opinion the disclaimer regarding reliance, and make corresponding revisions to the related proxy statement / prospectus disclosure. In the alternative, disclose the legal basis for your and the advisor’s belief that security holders cannot rely on the opinion to bring state law actions, including a description of any state law authority providing such a defense.

Response to Comment No. 2: The Company
acknowledges the Staff’s comment and respectfully notes that the disclaimer contained in the proxy statement/prospectus references
the form of opinion by its terms delivered to the board of directors of Sizzle, and does not contain language to extend to refer specifically
to the use of the content of the opinion. The Company further respectfully advises that by the terms of its engagement Marshall &
Stevens was retained to deliver an opinion only to the Sizzle board of directors.

Sizzle is a Delaware corporation, and
this contractual approach accords with rulings by the Delaware Supreme Court. See, e.g., Delaware RBC Capital Mkts., LLC v. Jervis, 129
A.3d 816, 865 n.191 (Del. 2015) (rejecting the proposition that firms are inherently “gatekeepers,” explaining that “the
role of a financial advisor is primarily contractual in nature” and defined by its engagement letter). The definition of the advisor’s
engagement letter is limited to delivery to the board of directors, and is not advice to shareholders in respect to any decision by them
relating to whether or not to vote, or redeem, or both or either actions, or otherwise act in connection with the Business Combination.

In addition to the foregoing, the Company
supplementally informs the Staff that Delaware law generally allows stockholders of Delaware corporations under specified conditions to
bring derivative lawsuits on behalf of a corporation, and the Company is not aware of a limitation of that right generally by contractual
disclaimers solely between a corporation and third parties, and no stockholder waiver of such a right was agreed to by stockholders within
the contractual agreement of the referenced opinion. The inclusion of the disclaimer is a statement of contractual fact in accordance
with Delaware law, and accordingly the Company respectfully submits that such fact should be included in the proxy statement/prospectus.
As to the effect of such disclaimer as a matter of Delaware law, the Company respectfully cannot put itself in the position of the courts
of Delaware to determine the effect of such contract or provide a legal ruling or assessment, as, to the best of the Company’s knowledge,
the highest courts in Delaware have not finally determined or held on this issue.

Unaudited Pro Forma Condensed Combined Financial
Information, page 55

 3. We note you revised your presentation of basic and diluted
profit per share on pages 59 and 64. Please address the following:

 ● From
your audited financial statements for Sizzle Acquisition Corp. and European Lithium AT (Investments) Limited, there is no indication
the amounts included in the financial statements are in thousands of dollars. However, on pages 51 and 52 you disclose the amounts are
in thousands of dollars. Please clarify if the amounts included in the financial statements are in thousands of dollars and revise any
inconsistencies throughout the filing.

 ● Confirm
the amounts for each of the per share amounts are correct and revise if necessary. In this regard, you disclose a pro forma income after
tax from continuing operations, assuming no redemption, of $3,737,025 and 84,223,309 basic weighted average shares. Based on these amounts,
it appears the basic profit per share would be $0.04 per share. Similar revisions may be necessary for each basic and diluted per share
calculation.

Response to Comment No. 3: The Company acknowledges the Staff’s
comment. In response, the Company has revised and conformed the references to the thousands of dollars in the Amended Registration Statement.
In addition, in light of the Staff’s comment, the Company has revised the per share amounts, on pages 56, 61 and 66.

    2

The Business Combination Proposal

Background of the Business Combination,
page 119

    4.
    Your revised disclosure reflects that prior to signing the definitive agreement, Sizzle agreed to use commercially reasonable efforts to renegotiate with Cantor to reduce the deferred underwriting fee to an amount reasonably acceptable to Sizzle and EUR. Please revise to disclose any such discussions or negotiations.

Response to Comment No. 4: The Company
acknowledges the Staff’s comment. In response, the Company supplementally informs the Staff that the Company and Sizzle are in negotiations
with Cantor regarding its fee, but there is not at this time a definitive agreement amongst the parties. In the event a definitive agreement
is reached the Company will update references to the deferred underwriting fee and related disclosure in the Amended Registration Statement.

The Weinebene and Eastern Alps Projects,
page 200

    5.
    We note your inclusion of the Weinebene project on the map in response to comment 20, locating your Weinebene project adjacent to your Wolfsberg project. Please verify your statement, the Weinebene project is 20 kilometers east of the Wolfsberg project, adjacent to Schamberg and not 2.0 kilometers east as indicated by your map, naming convention, and technical report summary. Please revise your text as necessary.

Response to Comment No. 5: The Company acknowledges the Staff’s
comment. In response, the Company has provided revised disclosure on page 211 of the Amended Registration Statement regarding the location
of the Weinebene project.

Mineral Resources, page 212

    6.
    We note your response to comment 23 and your inclusion of a lithium carbonate price in this section. We partially re-issue comment 23. Please modify your filing to include the price of a spodumene concentrate.

Response to Comment No. 6: The
Company acknowledges the Staff’s comment. In response, the Company has provided revised disclosure beginning on page 224. The
Company also respectfully advises the Staff that at the time of the preparation of the relevant reports, the Company planned to
produce lithium chemical as its final product and, accordingly, lithium hydroxide was the saleable product used to satisfy reasonable
economic prospects for the Company.

    7.
    We note your response to comment 24 indicating the requested information was added to your filing. However all operating costs and conversion parameters for a spodumene concentrate conversion to lithium carbonate salable product are missing and as a result you have failed to demonstrate economic viability. We re-issue comment 24. Please disclose your mining, processing, G&A, transportation and conversion costs/parameters to demonstrate economic viability. In addition, we note your statement the mineral resource has demonstrated reasonable prospects for economic extraction based on a non S-K 1300 compliant pre-feasibility study conducted in 2018. Please provide supplementally a copy of this pre-feasibility study with a complete cash flow analysis.

Response to Comment No. 7: The Company acknowledges the Staff’s
comment. In response, the Company has provided revised disclosure beginning on page 224. The Company advises the Staff that it will provide
the Staff via supplement response with a copy of its pre-feasibility study.

Mineral Resource Statement

Wolfsberg Summary and Conclusion, page E-67

    8.
    We note your response to comment 27 that the technical report summary has been updated to state that test work regarding potential metallurgical recoveries is ongoing, and the section is not currently intended to provide a view on potential recoveries. We re-issue comment 27. Please provide your QP’s opinion on the adequacy of the metallurgical data and test work for resource determination. In addition, please disclose how you determined your metallurgical recovery of ROM ore was 75.4% to produce a 6% spodumene concentrate.

Response to Comment No. 8: The Company
acknowledges the Staff’s comment. In response, pages E-61, E-72 and E-73 of Exhibit 96.1 have been revised to reflect the QP’s
opinion on the adequacy of the metallurgical data and test work for resource determination. The metallurgical recovery of ROM ore of 75.8%
to produce a 6% spodumene concentrate was determined in accordance with the production evaluation accelerated case in the pre-feasibility
study.

    3

Exhibit 96.1

Mineral Resource Statement, page E-79

    9.
    We note your response to comment 28 indicting dilution was the primary factor influencing economic viability. However your failure to provide all the necessary parameters for your cutoff calculation, such as all salable product prices, metallurgical recoveries, operating costs (Mining, Processing, and G&A), transportation, etc. and a discussion the calculation methodology does not support your assertion of economic viability for your resource estimate. Please provide disclosure demonstrating your cutoff grade calculation with supporting economic and operational parameters or remove all resource disclosure from your technical report summary.

Response to Comment No. 9: The
Company acknowledges the Staff’s comment. In response, pages E-72 and E-73 of Exhibit 96.1 has been revised to include
additional parameters used to calculate the cutoff grade.

Exhibit 96.1

Market Studies, page E-86

    10.
    We note your response to comment 29 indicating Table 16-14 contains your forecast prices for lithium carbonate and spodumene concentrates. Please disclose the product specifications for Technical Grade SC5, Chemical Grade SC6, and Technical Grade Lithium Carbonate and state the marketing area (e.g. Europe, N.A., China) for these pricing forecasts. In addition, you have stated that feldspar and quartz are by-products from your waste streams and will offset your operating costs and add to your revenues. Please include your forecast prices for these by-products.

Response to Comment No. 10: The Company
acknowledges the Staff’s comment. In response, Section 16, beginning on page E-78, of Exhibit 96.1 has been revised to disclose
the product specifications for Technical Grade SC5, Chemical Grade SC6, and Technical Grade Lithium Carbonate. In addition, Exhibit 96.1
has been revised to remove references that feldspar and quartz are by-products from our waste streams.

General

    11.
    We note you have removed disclosure illustrating the post-Closing share ownership of Pubco under a 50% redemption scenario. Please revise to include such information or tell us why you believe it is not material to investors.

Response to Comment No. 11: The Company acknowledges the Staff’s
comment. In response, the Company has included again the 50% redemption scenario. Please see pages 16, 17, 18, 38, 39, 56 through 61,
64 through 66, 92, 149 and 150 of the Amended Registration Statement.

    12.
    Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis that also includes interim redemption levels.

Response to Comment No. 12: In response
to the Staff’s comment, the Company has included interim redemption levels in the per share value sensitivity analysis, on page
18.

    4

    13.
    We note your revised disclosure in response to prior comment 6 discloses the dilutive effect of Earnout Shares in the Maximum Redemption Scenario and reissue the comment in part. Please revise to disclose the dilutive effect of your earnout shares at each redemption level detailed in your sensitivity analysis, including the interim and no redemption scenarios.

Response to Comment No. 13: The Company acknowledges the Staff’s
comment. In response, the Company has included, in the interim and no redemption levels, the dilutive effect of earnout shares. Please
see revised disclosure contained in footnote 8 on pages 16 and 17 addressing as well the interim and no redemption scenarios referenced
in the Staff’s comment.

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

5

United States securities and exchange commission logo
March 2, 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. 1 to Registration Statement on Form F-4
Filed February 14, 2023
File No. 333-268970
Dear Tony Sage:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2023 letter.
Amendment No. 1 to Form F-4
What are the U.S. federal income tax consequences if I do not exercise my redemption rights and
instead participate..., page 23
1.We note your revised disclosure in response to prior comment 4. Please revise to clarify
that counsel will opine that the Business Combination should qualify as part of an
exchange described in Section 351 of the Code. Please also discuss here and in a new risk
factor the potential adverse consequences to those participating in the Business
Combination if it does not qualify as part of an exchange described in Section 351 of the
Code.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 March 2, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
March 2, 2023
Page 2
Marshall & Stevens Opinion, page 46
2.We note your response to prior comment 7, and we re-issue the comment.  Please ask the
advisor to remove from the opinion the disclaimer regarding reliance, and make
corresponding revisions to the related proxy statement / prospectus disclosure.  In the
alternative, disclose the legal basis for your and the advisor’s belief that security holders
cannot rely on the opinion to bring state law actions, including a description of any state
law authority providing such a defense.
Unaudited Pro Forma Condensed Combined Financial Information, page 55
3.We note you revised your presentation of basic and diluted profit per share on pages 59
and 64.  Please address the following:

•From your audited financial statements for Sizzle Acquisition Corp. and European
Lithium AT (Investments) Limited, there is no indication the amounts included in the
financial statements are in thousands of dollars.  However, on pages 51 and 52 you
disclose the amounts are in thousands of dollars.  Please clarify if the amounts
included in the financial statements are in thousands of dollars and revise any
inconsistencies throughout the filing.
•Confirm the amounts for each of the per share amounts are correct and revise if
necessary.  In this regard, you disclose a pro forma income after tax from continuing
operations, assuming no redemption, of $3,737,025 and 84,223,309 basic weighted
average shares.  Based on these amounts, it appears the basic profit per share would
be $0.04 per share.  Similar revisions may be necessary for each basic and diluted per
share calculation.
The Business Combination Proposal
Background of the Business Combination, page 119
4.Your revised disclosure reflects that prior to signing the definitive agreement, Sizzle
agreed to use commercially reasonable efforts to renegotiate with Cantor to reduce the
deferred underwriting fee to an amount reasonably acceptable to Sizzle and EUR.  Please
revise to disclose any such discussions or negotiations.
The Weinebene and Eastern Alps Projects, page 200
5.We note your inclusion of the Weinebene project on the map in response to comment 20,
locating your Weinebene project adjacent to your Wolfsberg project.  Please verify your
statement, the Weinebene project is 20 kilometers east of the Wolfsberg project, adjacent
to Schamberg and not 2.0 kilometers east as indicated by your map, naming convention,
and technical report summary.  Please revise your text as necessary.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 March 2, 2023 Page 3
 FirstName LastNameTony Sage
Critical Metals Corp.
March 2, 2023
Page 3
Mineral Resources, page 212
6.We note your response to comment 23 and your inclusion of a lithium carbonate price in
this section.  We partially re-issue comment 23.  Please modify your filing to include the
price of a spodumene concentrate.
7.We note you response to comment 24 indicating the requested information was added to
your filing.  However all operating costs and conversion parameters for a spodumene
concentrate conversion to lithium carbonate salable product are missing and as a result
you have failed to demonstrate economic viability.  We re-issue comment 24.  Please
disclose your mining, processing, G&A, transportation and conversion costs/parameters to
demonstrate economic viability.  In addition, we note your statement the mineral resource
has demonstrated reasonable prospects for economic extraction based on a non S-K 1300
compliant pre-feasibility study conducted in 2018.  Please provide supplementally a copy
of this pre-feasibility study with a complete cash flow analysis.
Mineral Resource Statement
Wolfsberg Summary and Conclusion, page E-67
8.We note your response to comment 27 that the technical report summary has been updated
to state that test work regarding potential metallurgical recoveries is ongoing, and the
section is not currently intended to provide a view on potential recoveries.  We re-issue
comment 27.  Please provide your QP’s opinion on the adequacy of the metallurgical data
and test work for resource determination.  In addition, please disclose how you determined
your metallurgical recovery of ROM ore was 75.4% to produce a 6% spodumene
concentrate.
Exhibit 96.1
Mineral Resource Statement, page E-79
9.We note your response to comment 28 indicting dilution was the primary factor
influencing economic viability.  However your failure to provide all the necessary
parameters for your cutoff calculation, such as all salable product prices, metallurgical
recoveries, operating costs (Mining, Processing, and G&A), transportation, etc. and a
discussion the calculation methodology does not support your assertion of economic
viability for your resource estimate.  Please provide disclosure demonstrating your cutoff
grade calculation with supporting economic and operational parameters or remove all
resource disclosure from your technical report summary.
Exhibit 96.1
Market Studies, page E-86
10.We note your response to comment 29 indicating Table 16-14 contains your forecast
prices for lithium carbonate and spodumene concentrates.  Please disclose the product
specifications for Technical Grade SC5, Chemical Grade SC6, and Technical Grade

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 March 2, 2023 Page 4
 FirstName LastName
Tony Sage
Critical Metals Corp.
March 2, 2023
Page 4
Lithium Carbonate and state the marketing area (e.g. Europe, N.A., China) for these
pricing forecasts.  In addition, you have stated that feldspar and quartz are by-products
from your waste streams and will offset your operating costs and add to your revenues.
Please include your forecast prices for these by-products.
General
11.We note you have removed disclosure illustrating the post-Closing share ownership of
Pubco under a 50% redemption scenario.  Please revise to include such information or tell
us why you believe it is not material to investors.
12.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
that also includes interim redemption levels.

13.We note your revised disclosure in response to prior comment 6 discloses the dilutive
effect of Earnout Shares in the Maximum Redemption Scenario and reissue the comment
in part.  Please revise to disclose the dilutive effect of your earnout shares at each
redemption level detailed in your sensitivity analysis, including the interim and no
redemption scenarios.
            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

CORRESP
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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

United States securities and exchange commission logo
January 19, 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.
Registration Statement on Form F-4
Filed December 23, 2022
File No. 333-268970
Dear Tony Sage:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
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.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 2
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 2
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.
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.
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.
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

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 3
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 3
here and elsewhere in order to satisfy the specified $40,000,000 "Minimum Cash
Condition."
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.
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.
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.
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.
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.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 4
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 4
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.
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.
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.
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.
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.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 5
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 5
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.
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.
Material U.S. Federal Income Tax Consequences, page 160
18.We note your reference in the first sentence of this section to the opinion of counsel to be
filed as an exhibit to the registration statement.  If tax counsel will file a short-form
opinion as Exhibit 8.1, please revise to name counsel and to make clear that the discussion
reflects the opinion of counsel and is not a "summary."  See Section III.B. of Staff Legal
Bulletin No. 19.
Information About Sizzle
Stockholder Approval of Business Combination, page 174
19.You state that at "any time at or prior to the Business Combination, subject to applicable
securities laws ... , the Sponsor, the existing European Lithium AT Holders or our or their
respective directors, officers, advisors or respective affiliates may ... (iii) enter into
transactions with such investors and others to provide them with incentives to acquire
public shares, vote their Public Shares in favor of the Condition Precedent Proposals or
not redeem their Public Shares."  Please provide us with your analysis as to how such
purchases would comply with Exchange Act Rule 14e-5.
The Weinebene and Eastern Alps Projects, page 193
20.Please modify your filing to include a map of your Weinebene and Eastern Alps Projects
with a description of their locations, as required by Items 1303(b)(1) and 1303(b)(2)(ii)(A)
of Regulation S-K.
Property Ownership and Agreements, page 201
21.Please modify your filing to include the book value and disclose any encumbrances as
required by Items 1304(b)(2)(iii) and (v) of Regulation S-K.
Mineral Resources, page 205
22.We note your resource disclosure on this page and cannot calculate your contained Li2O
tonnage based on the information provided.  Please review your estimate and modify your
filing to provide an explanation for this apparent variance or alternate methods of
calculation.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 6
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 6
23.We reviewed your resource disclosure in this section and noted the sale price of your
salable lithium products (spodumene concentrate, lithium carbonate and/or lithium
hydroxide) and the metallurgical recoveries of your resource estimate were not disclosed.
Please modify your filing to include these parameters.  See Items 1304(d)(1) of
Regulation S-K and the footnotes to Tables 1 and 2 of paragraph (D)(1).
24.We note you have provided a cutoff grade estimate with your resource disclosure.  Please
modify your filing to provide all the necessary parameters to prepare this calculation, such
as salable product prices, recoveries, operating costs (Mining, Processing, and G&A),
transportation, etc. and discuss the calculation methodology in your filing.  See Item
1304(f)(1) of Regulation S-K.  Please note, your statement that your resources have
reasonable prospects for economic extraction based on a non-compliant pre-feasibility
study and/or a Qualified Person (QP) opinion alone, does not demonstrate reasonable
prospects for economic extraction for resource disclosure.
The Company's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 208
25.You disclose, “In connection with and upon closing of the Business Combination, we
expect to hold the 20% interest in the Weinebene Project and Eastern Alps Project
currently held by European Lithium.”  Please expand your disclosure to provide the
salient details of any agreements related to obtaining the interest in these projects, such as
expected date of acquisition and the consideration to be transferred.  In addition, tell us
how you intend to account for the acquisition of these projects and how you have
considered these transactions in presenting your pro forma information.
Executive Officers and Directors After the Business Combination, page 223
26.You state that Dietrich Wanke "is expected to serve" as CEO following consummation of
the Business Combination.  You also state that he currently holds a position as General
Manager for Marampa Iron Ore in Sierra Leone.  Revise to clarify how he will allocate his
professional time in these separate roles in light of the geographical distance between
Sierra Leone and your place of business.  Also, please expand the tabular disclosure at
page 228 if Mr. Wanke currently has fiduciary duties or contractual obligations with
Marampa Iron Ore or other entities.
Exhibit 96.1 Wolfsberg
Summary and Conclusion, page 67, page ES-67
27.Please provide your QP’s opinion on the adequacy of the metallurgical data and test work
with a statement of recoveries related to your salable products.  See Item
601(b)(iii)(B)(10)(iv) and (v) of Regulation S-K.

 FirstName LastNameTony Sage
 Comapany NameCritical Metals Corp.
 January 19, 2023 Page 7
 FirstName LastNameTony Sage
Critical Metals Corp.
January 19, 2023
Page 7
Market Studies, page 86
Mineral Resource Statement, page 78, page ES-78
28.We note you have provided a cutoff grade estimate with your resource disclosure.  Please
modify your filing to provide all the necessary parameters to prepare this calculation, such
as salable product prices, recoveries, operating costs (Mining, Processing, and G&A),
transportation, etc. and discuss the calculation methodology in your report.  See Item
601(b)(iii)(B)(11) of Regulation S-K.  Please note, your statement your resources have
reasonable prospects for economic extraction based on a non-compliant pre-feasibility
study and/or a Qualified Person (QP) opinion alone, does not demonstrate reasonable
prospects for econ