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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0002013090 XXXXXXXX LIVE 3 Ordinary Shares, $0.001 par value per share 10/06/2025 false 0001951089 G2662B103 Critical Metals Corp. c/o Maples Corporate Services (BVI) Ltd Kingston Chambers, PO Box 173, Road Town Tortola D8 VG1110 Jason A. Rocha (713) 496-9700 White & Case LLP 609 Main Street Suite 2900 Houston TX 77002 0002013090 N European Lithium Limited OO N C3 59916641.00 0.00 59916641.00 0.00 59916641.00 N 53.2 OO (1) The aggregate amount of ordinary shares, $0.001 par value per share of the Issuer (the "Ordinary Shares"), beneficially owned by the Reporting Person is comprised of 66,416,641 Ordinary Shares acquired from the Issuer on February 27, 2024 in connection with the transactions contemplated by that certain 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 Issuer, the Reporting Person, Sizzle Acquisition Corp., a Delaware corporation, 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 Issuer, as more fully described in the Issuer's Registration Statement on Form F-4 that was declared effective on December 27, 2023 and as supplemented on February 15, 2024 (the "Business Combination"), less shares subsequently transferred by the Reporting Person, including 3,000,000 shares sold pursuant to the Securities Purchase Agreement (as defined below). (2) Percent of class calculated based on an aggregate of 112,652,853 Ordinary Shares issued and outstanding as of October 7, 2025. Ordinary Shares, $0.001 par value per share Critical Metals Corp. c/o Maples Corporate Services (BVI) Ltd Kingston Chambers, PO Box 173, Road Town Tortola D8 VG1110 Explanatory Note This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on March 5, 2024 (as amended by Amendment No. 1 to Schedule 13D filed with the SEC on December 13, 2024, Amendment No. 2 to Schedule 13D filed with the SEC on July 1, 2025, and further amended by this Amendment No. 3, the "Schedule 13D"), relating the ordinary shares, $0.001 par value per share ("Ordinary Shares"), of Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the "Issuer"). Unless specifically amended or supplemented by this Amendment No. 3, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings assigned to them in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3: Securities Purchase Agreement On October 8, 2025, the Reporting Person entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), by and among Critical Metals Corp., the Reporting Person, Rimbal Pty Ltd, and the investor named therein, pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to sell, and the investor agreed to acquire, 3,000,000 Ordinary Shares of the Issuer for an aggregate purchase price to the Reporting Person of $21,000,000. Item 4 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 3 to Item 4. The aggregate amount of Ordinary Shares of the Issuer beneficially owned by the Reporting Person is comprised of 59,916,641 Ordinary Shares after giving effect to the transactions contemplated by the Securities Purchase Agreement, which equates to 53.2% of the outstanding Ordinary Shares. See Item 3 above for a description of the Earnout Shares. The percentage of the class is calculated based on an aggregate of 112,652,853 Ordinary Shares issued and outstanding as of October 7, 2025. European Lithium Limited (1) Sole Voting Power: 59,916,641 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 59,916,641 (4) Shared Dispositive Power: 0 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. 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. Not applicable. Item 6 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 3 to Item 6. European Lithium Limited /s/ Tony Sage Tony Sage/Executive Chairman 10/08/2025 /s/ Melissa Chapman Melissa Chapman/Company Secretary 10/08/2025