Critical Metals Corp. Files 20-F Report as Shell Company
Ticker: CRTMF · Form: 20-F · Filed: Mar 4, 2024 · CIK: 1951089
Sentiment: neutral
Topics: shell company, 20-F filing, Critical Metals Corp., Nasdaq, ordinary shares
TL;DR
<b>Critical Metals Corp. has filed a 20-F report, confirming its status as a shell company with ordinary shares and warrants listed on Nasdaq.</b>
AI Summary
Critical Metals Corp. (CRTMF) filed a Foreign Annual Report (20-F) with the SEC on March 4, 2024. Critical Metals Corp. filed a 20-F report on March 4, 2024. The company is classified as a shell company as of February 27, 2024. As of March 1, 2024, there were 81,639,881 ordinary shares outstanding. Ordinary Shares (CRML) and Warrants (CRMLW) are traded on The Nasdaq Stock Market LLC. The company's principal executive offices are located in Tortola, British Virgin Islands.
Why It Matters
For investors and stakeholders tracking Critical Metals Corp., this filing contains several important signals. This filing indicates the company is operating under a shell company structure, which often precedes a reverse merger or acquisition. The report provides key details on outstanding shares and trading information, relevant for investors monitoring potential corporate actions.
Risk Assessment
Risk Level: low — Critical Metals Corp. shows low risk based on this filing. The filing is a standard 20-F for a shell company, with no immediate financial or operational data presented, indicating low current risk from this specific filing.
Analyst Insight
Monitor for future filings that may reveal the company's strategic direction or acquisition plans, given its shell company status.
Key Numbers
- 81,639,881 — Ordinary Shares Outstanding (As of March 1, 2024)
- 2024-03-04 — Filing Date (Date of 20-F submission)
- 2024-02-27 — Shell Company Report Date (Date of event requiring this report)
- $11.50 — Warrant Exercise Price (Per whole warrant)
Key Players & Entities
- Critical Metals Corp. (company) — Registrant name
- The Nasdaq Stock Market LLC (company) — Exchange where securities are registered
- Dietrich Wanke (person) — Chief Executive Officer
- 81,639,881 (dollar_amount) — Ordinary shares outstanding as of March 1, 2024
- CRML (company) — Trading symbol for Ordinary Shares
- CRMLW (company) — Trading symbol for Warrants
FAQ
When did Critical Metals Corp. file this 20-F?
Critical Metals Corp. filed this Foreign Annual Report (20-F) with the SEC on March 4, 2024.
What is a 20-F filing?
A 20-F is a annual report for foreign private issuers, equivalent to a 10-K but following international reporting standards. This particular 20-F was filed by Critical Metals Corp. (CRTMF).
Where can I read the original 20-F filing from Critical Metals Corp.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Critical Metals Corp..
What are the key takeaways from Critical Metals Corp.'s 20-F?
Critical Metals Corp. filed this 20-F on March 4, 2024. Key takeaways: Critical Metals Corp. filed a 20-F report on March 4, 2024.. The company is classified as a shell company as of February 27, 2024.. As of March 1, 2024, there were 81,639,881 ordinary shares outstanding..
Is Critical Metals Corp. a risky investment based on this filing?
Based on this 20-F, Critical Metals Corp. presents a relatively low-risk profile. The filing is a standard 20-F for a shell company, with no immediate financial or operational data presented, indicating low current risk from this specific filing.
What should investors do after reading Critical Metals Corp.'s 20-F?
Monitor for future filings that may reveal the company's strategic direction or acquisition plans, given its shell company status. The overall sentiment from this filing is neutral.
Risk Factors
- Shell Company Status [low — regulatory]: The company is filing as a shell company, which implies a lack of current operations and potential for future strategic transactions.
Key Dates
- 2024-03-04: Filing of 20-F report — Confirms shell company status and provides share information.
- 2024-02-27: Shell Company Report Date — The effective date for the shell company classification.
- 2022-10-18: Date of Name Change — Indicates a previous corporate identity as Critical Metals Ltd.
Glossary
- Shell Company
- A company that has few or no assets, limited operations, and often exists for the purpose of facilitating a merger or acquisition. (Indicates the company's current operational status and potential for future strategic transactions.)
- 20-F
- An annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers with securities traded in the U.S. (Provides essential disclosure for investors regarding the company's structure and securities.)
Filing Stats: 4,329 words · 17 min read · ~14 pages · Grade level 15.9 · Accepted 2024-03-04 17:23:55
Key Financial Figures
- $11.50 — Ordinary Share at an exercise price of $11.50 per share CRMLW The Nasdaq Stock Ma
- $0.0001 — Sizzle’s common stock, par value $0.0001 per share (the “ Sizzle Common St
- $0.001 — dinary shares of the Company, par value $0.001 per share (the “ Ordinary Shares
- $750,000,000 — i) Seven Hundred Fifty Million Dollars ($750,000,000), divided by (ii) the redemption amount
- $1.875 million — the 30th day after Closing is less than $1.875 million in the event that Critical Metals does
- $1.875 million — exchange such commitment fee shares for $1.875 million within 60 Days of Closing. In addition,
- $27,200,000 — Ordinary Shares having a value equal to $27,200,000. Pursuant to lock-up agreements enter
- $10.71 — Ordinary Shares at an exercise price of $10.71 per share (subject to adjustments descr
- $10.00 — Ordinary Shares at an exercise price of $10.00 per share (subject to adjustments descr
Filing Documents
- ea0201060-20f_critical.htm (20-F) — 227KB
- ea0201060ex1-1_critical.htm (EX-1.1) — 352KB
- ea0201060ex2-2_critical.htm (EX-2.2) — 47KB
- ea0201060ex2-4_critical.htm (EX-2.4) — 28KB
- ea0201060ex4-6_critical.htm (EX-4.6) — 37KB
- ea0201060ex4-7_critical.htm (EX-4.7) — 110KB
- ea0201060ex4-8_critical.htm (EX-4.8) — 144KB
- ea0201060ex4-9_critical.htm (EX-4.9) — 143KB
- ea0201060ex4-10_critical.htm (EX-4.10) — 122KB
- ea0201060ex4-13_critical.htm (EX-4.13) — 22KB
- ea0201060ex4-16_critical.htm (EX-4.16) — 28KB
- ea0201060ex4-18_critical.htm (EX-4.18) — 114KB
- ea0201060ex4-19_critical.htm (EX-4.19) — 155KB
- ea0201060ex4-20_critical.htm (EX-4.20) — 50KB
- ea0201060ex8-1_critical.htm (EX-8.1) — 2KB
- ea0201060ex15-1_critical.htm (EX-15.1) — 298KB
- ea0201060ex15-2_critical.htm (EX-15.2) — 2KB
- ea0201060ex15-3_critical.htm (EX-15.3) — 2KB
- ea0201060ex15-4_critical.htm (EX-15.4) — 3KB
- ea0201060ex15-5_critical.htm (EX-15.5) — 7KB
- image_001.jpg (GRAPHIC) — 14KB
- ex1-1_001.jpg (GRAPHIC) — 4KB
- 0001213900-24-019605.txt ( ) — 1919KB
Description of Securities
Description of Securities Other Than Equity Securities 13 Part II 14 Item 13. Defaults, Dividend Arrearages and Delinquencies 14 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 14 Item 15.
Controls and Procedures
Controls and Procedures 14 Item 16. [Reserved] 14 Part III 15 Item 17.
Financial Statements
Financial Statements 15 Item 18.
Financial Statements
Financial Statements 15 Item 19. Exhibits 15 Exhibit Index 15 i Explanatory Note On February 27, 2024 (the “ Closing Date ”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“ Critical Metals ” or the “ Company ”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of October 24, 2022, as amended as of January 4, 2023, July 7, 2023, and November 17, 2023 (the “ Merger Agreement ”), by and among the Company, Sizzle Acquisition Corp., a Delaware corporation (“ Sizzle ”), European Lithium Limited, an Australian Public Company limited by shares (“ EUR ”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (“ ELAT ”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“ Merger Sub ”). The transactions contemplated by the Merger Agreement are referred to herein as the “ Business Combination ”. Pursuant to the Business Combination and Merger Agreement (a) the Company acquired all of the issued and outstanding shares of ELAT held by shareholders of ELAT in exchange for ordinary shares of the Company, such that ELAT became a wholly owned subsidiary of the Company and the shareholders of ELAT became shareholders of the Company (the “ Share Exchange ”); and immediately thereafter (b) Merger Sub merged with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of the Company. The Merger Agreement provided that at the effective time of the Business Combination (the “ Effective Time ”): all of the outstanding shares of Sizzle’s common stock, par value $0.0001 per share (the “ Sizzle Common Stock ”), were exchanged for the right to receive the ordinary shares
forward-looking statements may include statements, among other things, relating to
forward-looking statements may include statements, among other things, relating to: the benefits of the Business Combination; the potential market size and the assumptions and estimates related to the Business Combination; the future financial and business performance of the Company and its subsidiaries, including ELAT, following the Business Combination; the commercial success of mineral properties under development by ELAT or the Company; general economic conditions and conditions affecting the industries in which ELAT and the Company operate; expansion and other plans and opportunities; and other “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. Forward-looking actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section of this Report and the “Risk Factors” section in the Company’s proxy statement/prospectus, dated December 27, 2023, as supplemented by that proxy statement/prospectus supplement No. 1, dated February 15, 2024 (the “ Proxy Statement/Prospectus ”), forming a part of Registration Statement on Form F-4 (File No. 333-268970), as amended, initially filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on December 22, 2022 and declared effective on December 27, 2023 (the “ Form F-4 ”), which section is incorporated herein by reference.
Identity of Directors, Senior Management and Advisers
Item 1. Identity of Directors, Senior Management and Advisers A. Directors and Senior Management The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in Item 6.A of this Report. The business address for each of the Company’s directors and executive officers is Maples Corporate Services (BVI) Limited, Kingston Chambers Road Town, Tortola, British Virgin Islands. B. Advisers White & Case LLP has acted as U.S. securities counsel for ELAT and the Company and continues to act as U.S. securities counsel for the Company following the completion of the Business Combination. Maples and Calder (BVI) LLP has acted as counsel for the Company with respect to British Virgin Islands law and continues to act as counsel for the Company with respect to British Virgin Islands law following the completion of the Business Combination. C. Auditors Marcum LLP has acted as Sizzle’s independent registered public accounting firm as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021. Marcum LLP has acted as ELAT’s independent registered public accounting firm as of June 30, 2023 and 2022 and for each of the two years in the period ended June 30, 2023. Marcum LLP has acted as the Company’s independent registered public accounting firm for the period from October 14, 2022 (inception) to June 30, 2023. We intend to retain Marcum LLP as the Company’s independent registered public accounting firm.
Offer Statistics and Expected Timetable
Item 2. Offer Statistics and Expected Timetable Not applicable.
Key Information
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of June 30, 2023, after giving effect to the Business Combination and the PIPE Financing (as defined in the Proxy Statement/Prospectus): Proforma Combined As of June 30, 2023 USD Cash and cash equivalents $ 341,158 Equity: European Lithium AT (Investments) Limited Share capital 0 Reserves 0 Retained earnings (95,071 ) Company Ordinary share capital 769,441,458 Share premium reserve (586,430,976 ) Accumulated deficit (134,503,353 ) Total equity 48,412,058 Total capitalization $ 48,412,058 C. Reasons for the Offer and Use of Proceeds Not applicable. D.
Risk Factors
Risk Factors The risk factors associated with the Company and ELAT are described in the Proxy Statement/Prospectus under the heading “ Risk Factors ,” which information is incorporated herein by reference. 4 Item 4. Information on the Company A. History and Development of the Company Critical Metals is a BVI business company incorporated in the British Virgin Islands on October 14, 2022. For further information on the Business Combination, see “ Explanatory Note ” above. The history and development of the Company and the material terms of the Business Combination are described in the Proxy Statement/Prospectus under the headings “ Information About the Company ,” “ Summary of the Proxy Statement/Prospectus ,” “ The Business Combination Proposal ,” “ The Business Combination Proposal — Merger Agreement ” and “ Description of Securities of PubCo ,” which are incorporated herein by reference. The Company owns no material assets other than its equity interests in its wholly owned subsidiaries. The history and development of ELAT is described in the Proxy Statement/Prospectus under the headings “ Information about the Company ” and “ Description of the Wolfsberg Project .” The Company’s registered office is c/o Maples Corporate Services (BVI) Limited, PO Box 173, Road Town, Tortola, British Virgin Islands, and the Company’s principal executive office is c/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov . B. Business Overview Prior to the closing of the Business Combination, the Company did not conduct any material activities other than those inci
Unresolved Staff Comments
Item 4A. Unresolved Staff Comments None.
Operating and Financial Review and Prospects
Item 5. Operating and Financial Review and Prospects The discussion and analysis of the financial condition and results of operations of the Company is described in the Proxy Statement/Prospectus under the section titled “ The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” which information is incorporated herein by reference. Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Information regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy is incorporated herein by reference. B. Compensation Decisions regarding the executive compensation program will be made by the compensation committee of the Company’s board of directors. The Company intends to develop an executive compensation program that is designed to align compensation with business objectives and the creation of shareholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to its long-term success. The terms of the Company’s equity incentive plan and employee stock purchase plan are described in the F-4 under the headings “ The Incentive Plan Proposal — Material Terms of the Incentive Plan ” and “ The ESPP Plan -- Summary of the ESPP’s Material Terms and Features, ” which information is incorporated by reference herein. Indemnification The Company has entered into indemnification agreements with each of its officers and directors. Information regarding such indemnification agreements is included in the Proxy Statement/Prospectus under the section titled “ Management of PubCo Following the Business Combination — Indemnification of Directors and Officers ”
Major Shareholders and Related Party Transactions
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of the date hereof by: each person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares each of the Company’s executive officers and directors; and all of the Company’s directors and executive officers as a group. Beneficial if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. As of the date hereof, there are 81,639,881 Ordinary Shares issued and outstanding. This amount does not include (i) the 7,750,000 Ordinary Shares subsequent to the closing of the Business Combination conditioned upon exercise of the Public Warrants, (ii) approximately 6,778,838 Ordinary Shares to EUR under the terms of the earnout (in the event of satisfaction of certain share price thresholds and certain other conditions of the earnout), such actual number to be based on the Closing Share Consideration), (iii) the GEM Warrant granting GYBL the right to purchase 1,814,797 Ordinary Shares at an exercise price of $10.71 per share (subject to adjustments described in the GEM Warrant) expiring on the 3rd anniversary of the closing of the Business Combination and (iv) the Polar Warrant (as defined below) granting Polar Multi-Strategy Master Fund (“ Polar ”) the right to purchase up to 350,000 Ordinary Shares at an exercise price of $10.00 per share (subject to adjustments described in the Polar Warrant) expiring on the 15th month anniversary of the closing of the Business Combination. 7 Unless otherwise indicated, we believe that all persons named in the table have sole voting and in