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. |
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 |
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