European Lithium Ltd. Files SC 13D for Critical Metals Corp.
Ticker: CRTMF · Form: SC 13D · Filed: Mar 5, 2024 · CIK: 1951089
Sentiment: neutral
Topics: ownership-change, sc-13d, sec-filing
TL;DR
**European Lithium Ltd. just filed a 13D on Critical Metals Corp. Big ownership change incoming.**
AI Summary
European Lithium Ltd. filed an SC 13D on March 5, 2024, reporting beneficial ownership of Critical Metals Corp. ordinary shares. The filing indicates a change in ownership or control, with the event requiring this filing occurring on February 27, 2024. European Lithium Ltd. is the entity filing this statement.
Why It Matters
This filing signals a significant change in the ownership structure of Critical Metals Corp., potentially impacting its strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — Schedule 13D filings often indicate significant stake-building or changes in control, which can lead to increased volatility and strategic shifts for the company.
Key Players & Entities
- European Lithium Ltd. (company) — Filing entity
- Critical Metals Corp. (company) — Subject company
- Jason A. Rocha (person) — Authorized person to receive notices
- White & Case LLP (company) — Legal counsel
FAQ
What is the specific date of the event that triggered this SC 13D filing?
The date of the event which requires filing of this statement is February 27, 2024.
Who is the entity filing this Schedule 13D?
The entity filing this Schedule 13D is European Lithium Ltd.
What is the name of the subject company being reported on?
The subject company is Critical Metals Corp.
Who is listed as the person authorized to receive notices and communications for this filing?
Jason A. Rocha of White & Case LLP is listed as the person authorized to receive notices and communications.
Has European Lithium Ltd. previously filed a Schedule 13G for this acquisition?
The filing indicates that if the filing person has previously filed a statement on Schedule 13G to report the acquisition, it is noted, but this specific filing does not explicitly state a prior 13G filing.
Filing Stats: 3,321 words · 13 min read · ~11 pages · Grade level 11.8 · Accepted 2024-03-05 16:22:37
Key Financial Figures
- $0.001 — . (Name of Issuer) Ordinary Shares, $0.001 par value per share (Title of Class of
- $15 — ement), of Ordinary Shares trades above $15 dollars per share, and the other half (
- $20 — e VWAP for Ordinary Shares trades above $20 per share, in each case for any twenty
Filing Documents
- ea0201202-13deurop_critical.htm (SC 13D) — 64KB
- 0001213900-24-020138.txt ( ) — 65KB
above for a description of the Earnout Shares
Item 3 above for a description of the Earnout Shares. The percentage of the class is calculated based on an aggregate of 81,639,881 Ordinary Shares issued and outstanding as of the closing of the Business Combination, as disclosed in the Issuer’s shell company report on Form 20-F, filed on March 4, 2024. (b) European Lithium Limited (1) Sole Voting Power: 67,788,383 (2) Shared Voting Power: (3) Sole Dispositive Power: 67,788,383 (4) Shared Dispositive Power: 0 (c) Except as described in this Schedule 13D, during the past 60 days none of the Reporting Persons or Covered Persons has effected any transactions in the Ordinary Shares. (d) Except as disclosed in this Schedule 13D, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the Ordinary Shares to which this Schedule 13D relates. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer. The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6. Investors Agreement The Issuer and the Reporting Person entered into an Investors Agreement (the “ Investors Agreement ”), pursuant to which, and pursuant to the Issuer’s Memorandum and Articles of Association, the Reporting Person will be entitled to nominate and appoint certain numbers of directors depending on its percentage ownership of Ordinary Shares. The Investor’s Agreement provides that for as long as the Reporting Person beneficially owns (i) at least fifty percent (50%) of the total voting power of the Issuer’s then issued and outstanding equity interests, the Reporting Person shall be entitled to nominate and appoint from time to time the lower of (a) a majority of all members of the Issuer’s Board, and (b) four (4) members of the Issuer’s Bo