F-1/A: Critical Metals Corp. Files Amendment No. 2 to Form F-1 Registration Statement for Share Offerings

Critical Metals Corp. has filed an amendment to its registration statement for primary and secondary offerings of ordinary shares, including those issuable upon warrant exercises and sales by existing securityholders.

Summary

• Critical Metals Corp., a BVI business company, has filed Amendment No. 2 to its Form F-1 registration statement with the SEC.
• The filing pertains to a primary offering of 7,750,000 ordinary shares issuable upon exercise of public warrants.
• It also covers a secondary offering of up to 100,312,567 ordinary shares by selling securityholders.
• These shares include those issued to European Lithium Limited (EUR) in connection with a business combination, shares issuable as Earnout Shares, shares issued to VO Sponsor, LLC, shares issued to Cantor Fitzgerald & Co., shares issuable to Empery Asset Mater, LTD, shares issuable to Empery Tax Efficient III, LP, shares issuable to Empery Tax Efficient, LP, shares issuable to Polar Multi-Strategy Master Fund, shares issued to various vendors and service providers, and shares issuable to Gem Global Yield LLC SCS.
• The business combination, completed on February 27, 2024, involved Critical Metals acquiring European Lithium AT (Investments) Limited (ELAT) and merging with Sizzle Acquisition Corp.
• Lock-up agreements restrict the transfer of approximately 91% of the outstanding ordinary shares for one year after the closing, excluding shares held by PIPE Investors and Sizzle's public shareholders prior to the closing.
• The company has a Share Purchase Agreement with GEM Global Yield LLC SCS, allowing it to draw up to $125 million in exchange for ordinary shares.
• The company is registering the offer and sale of these securities to satisfy certain registration rights it has granted.
• The company will not receive any proceeds from the sale of Ordinary Shares by the Selling Securityholders pursuant to this prospectus.
• The company will receive any proceeds from the exercise of Warrants for cash.
• The company's Ordinary Shares and Public Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols CRML and CRMLW, respectively.
• As of May 15, 2024, the closing price of the company's Ordinary Shares was $9.10 per share, and the closing price for the Public Warrants was $0.12 per warrant.
• The company is an emerging growth company and a foreign private issuer, which allows it to take advantage of certain reduced reporting requirements.

Sentiment

Score: 4

Explanation: The document is largely factual, but the company's financial performance is weak and there are significant risks associated with the investment.

Positives

• The company has access to a $125 million equity line of credit with GEM Global Yield LLC SCS.
• The company has completed a business combination, acquiring European Lithium AT (Investments) Limited and merging with Sizzle Acquisition Corp.
• The company's Ordinary Shares and Public Warrants are listed on the Nasdaq Stock Market LLC.
• The company is an emerging growth company and a foreign private issuer, which allows it to take advantage of certain reduced reporting requirements.

Negatives

• The company will not receive any proceeds from the sale of Ordinary Shares by the Selling Securityholders pursuant to this prospectus.
• As of May 15, 2024, the closing price of the company's Ordinary Shares was $9.10 per share, which is below the applicable exercise price of the Warrants.
• There is no assurance that the Warrants will be in the money prior to their expiration or that the Warrant holders will exercise their Warrants.
• The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of the company's securities.

Risks

• Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our Ordinary Shares and Public Warrants to fall.
• Certain existing securityholders purchased, or may purchase, our securities at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Other investors may not experience a similar rate of return.
• Our issuance of additional capital stock in connection with financings, acquisitions, investments, share incentive plans or otherwise will dilute all other stockholders.
• There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
• If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, the price and trading volume of our securities could decline.
• A market for our securities may not be sustained, which would adversely affect the liquidity and price of our securities.

Future Outlook

The company aims to commence spodumene production at the Wolfsberg Project in 2026, subject to funding, approvals by the Austrian government and COVID-19 restrictions.

Industry Context

The company aims to be one of a few producers of performance lithium compounds that are a critical input in current and next generation high energy density batteries used in electric vehicle applications.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of additional shares.
• Shareholders may experience a decline in the market price of Ordinary Shares and Public Warrants due to sales by Selling Securityholders.
• The company's ability to fund its current operations and implement its business plan and strategy will be affected if it is unable to obtain additional financing.

Next Steps

• The company will continue to seek funding options required to undertake its next phase of exploration activities.
• The company will continue to work on the completion of the DFS for the Wolfsberg Project, which is expected to occur in the third quarter of 2024.
• The company will commence exploration activities in Zone 2 of the Wolfsberg Project.
• The company will enter into future financing arrangements in connection with the development of the Wolfsberg Project.
• The company will transition to operating as a public company on the Nasdaq.

Key Dates

Keywords

Ordinary Shares, Warrants, Business Combination, Critical Metals Corp, European Lithium, Secondary Offering, Primary Offering, Registration Statement, Selling Securityholders, ELAT, Sizzle, PIPE Financing, GEM Agreement, VO Sponsor, Cantor Fitzgerald, Empery Asset Mater, Empery Tax Efficient III, Empery Tax Efficient, Polar Multi-Strategy Master Fund, Gem Global Yield