[20-F/A] Critical Metals Corp. Amends Annual Report (Foreign Issuer)

Rhea-AI Filing Summary

Critical Metals Corp. filed Amendment No. 1 to its Form 20-F to incorporate, by reference, audited financial statements of Tanbreez Mining Greenland A/S for 2024 and 2023 to comply with Rule 3-09 of Regulation S‑X. These statements are included as Exhibit 15.1 via the company’s Form 6‑K filed on March 28, 2025. The amendment also adds Item 6.F. regarding recovery of erroneously awarded compensation.

The company states it restated financials for the year ended June 30, 2024 and, under its Clawback Policy, determined no compensation is required to be recouped because no Clawback Eligible Incentive Compensation was paid during the look‑back period. No other parts of the original annual report are affected. As context, 104,912,853 ordinary shares were outstanding as of June 30, 2025; the securities trade on Nasdaq as CRML (shares) and CRMLW (warrants).

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41973

Critical Metals Corp.

(Exact name of Registrant as specified in its charter)

Not applicable		British Virgin Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

(Address of principal executive offices)

Copy to:

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware 19808

Telephone: (302) 636-5400

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, par value $0.001 per share		CRML		The Nasdaq Stock Market LLC
Warrants, each exercisable to purchase one ordinary share at an exercise price of $11.50 per share		CRMLW		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

On June 30, 2025, the issuer had 104,912,853 ordinary shares, par value $0.001 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule12b-2of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐
				Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act). Yes ☐ No ☒

EXPLANATORY NOTES

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Critical Metals Corp. (the “Company”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2025, originally filed on October 6, 2025 (the “Original Filing”).

This Amendment is being filed to incorporate by reference, from the Company’s prior SEC filing, the financial statements of Tanbreez Mining Greenland A/S (“Tanbreez”) for the years ended December 31, 2024 and 2023 to comply with Rule 3-09 of Regulation S-X. Such financial statements are incorporated into this Annual Report as Exhibit 15.1 by reference to the Company’s Form 6-K filed on March 28, 2025.

In addition, this Amendment supplements the Original Filing by adding disclosure related to Item 6.F. below.

This Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.

Item 6.F. Disclosure of a registrant’s action to recover erroneously awarded compensation.

As indicated in the Form 20-F/A filed by the Company on October 6, 2025, the Company restated its financial statements for the year ended June 30, 2024 to correct an error. The Company’s Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) requires the repayment of certain erroneously awarded incentive-based compensation paid to current or former executive officers in connection with a restatement of financial statements if such compensation exceeded the amount that such executive officers otherwise would have received had it been determined based on the restated financial statements. No Clawback Eligible Incentive Compensation (as such term is defined in the Clawback Policy) was paid during the requisite look-back period and as a result, the Company concluded that no compensation is required to be recouped as a result of the restatement.

Item 18. Financial Statements

The financial statements of Tanbreez required by Rule 3-09 of Regulation S-X are provided as Exhibit 15.1 hereto and incorporated herein by reference.

Item 19. Exhibits

List all exhibits filed as part of the registration statement or annual report, including exhibits incorporated by reference.

Exhibit No.		Description
12.1*		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2*		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1		Audited Financial Statements of Tanbreez Mining Greenland A/S for the yeasr ended December 31, 2024 and 2023 (incorporated by reference to Exhibit 99.1 to Critical Metals Corp’s Form 6-K (File No. 001-41973), filed with the SEC on March 28, 2025).
15.2*		Consent of Marcum LLP.

* Filed herewith.

1

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Critical Metals Corp.
Date: October 14, 2025	By:	/s/ Tony Sage
	Name:	Tony Sage
	Title:	Executive Chairman

2

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FAQ

What did Critical Metals (CRML) change in its Form 20-F/A?

It incorporated audited financial statements of Tanbreez Mining Greenland A/S for 2024 and 2023 (Exhibit 15.1) and added Item 6.F. clawback disclosure.

Why were Tanbreez financials included in CRML’s amendment?

To comply with Rule 3-09 of Regulation S‑X, which can require separate financial statements of certain subsidiaries or investees.

What is the outcome of CRML’s clawback assessment under Item 6.F.?

The company concluded no compensation is required to be recouped because no Clawback Eligible Incentive Compensation was paid during the look‑back period.

Does the 20-F/A affect other sections of the original report?

No. The amendment does not affect other parts or exhibits of the original filing.

Where are the Tanbreez 2024 and 2023 financials sourced from?

They are incorporated by reference from CRML’s Form 6‑K filed on March 28, 2025, and included as Exhibit 15.1.

How many CRML shares were outstanding at June 30, 2025?

104,912,853 ordinary shares were outstanding as of June 30, 2025.

On which exchanges and tickers do CRML’s securities trade?

Ordinary shares trade on Nasdaq as CRML and warrants as CRMLW.