| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.001 par value per share |
| (b) | Name of Issuer:
Critical Metals Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Maples Corporate Services (BVI) Limi, Kingston Chambers, PO Box 173, Road Town,
VIRGIN ISLANDS, BRITISH
, VG1110. |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") 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 and further amended by this Amendment No. 2, 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. 2, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings assigned to them in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3:
Stock Purchase Agreement
On June 25, 2025, the Reporting Person entered into that certain Stock Purchase Agreement (the "Stock Purchase Agreement") with a third party, pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to sell, and the third party agreed to acquire, 2,000,000 Ordinary Shares of the Issuer for an aggregate purchase price of $5,000,000. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 2 to Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 2 to Item 5 and Items 5(a) - (e) of the Schedule 13D is hereby amended and restated as follows:
(a) The aggregate amount of Ordinary Shares of the Issuer beneficially owned by the Reporting Person is comprised of 63,916,641 Ordinary Shares after giving effect to the transactions contemplated by the Stock Purchase Agreement, which equates to 60.9% 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 104,912,853 Ordinary Shares issued and outstanding as of June 27, 2025. |
| (b) | European Lithium Limited
(1) Sole Voting Power: 63,916,641
(2) Shared Voting Power: 0
(3) Sole Dispositive Power: 63,916,641
(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 Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 2 to Item 6. |
