UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Critical Metals Corp.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
(Address of principal executive office)
Indicate by check mark whether the Registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
Explanatory
Note
Critical Metals Corp. (the “Company”)
is filing this Amendment No. 1 on Form 6-K (this “Amendment” or “Form 6-K/A”) to amend the Report on Form 6-K
originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 19, 2025 (the “Original
Report”). Specifically, this Amendment (i) amends and restates its management’s discussion and analysis of financial conditions
and results of operations for the six months ended December 31, 2024 and 2023 (the “Affected Interim Periods”) filed as Exhibit
99.1 to the Original Report, and (ii) amends and restates the Company’s previously issued unaudited condensed consolidated interim
financial statements for the Affected Interim Periods filed as Exhibit 99.2 to the Original Report. The amended and restated management’s
discussion and analysis of financial conditions and results of operations and unaudited condensed consolidated financial statements sections
for the Affected Interim Periods are included as Exhibit 99.1 and 99.2, respectively, to this Form 6-K/A.
The Company has restated certain information presented
in its annual report on Form 20-F for the years ended June 30, 2024 and June 30, 2023 (the “Restated Financial Statements”)
and made certain other changes to reflect the Restated Financial Statements, the effects of the Restated Financial Statements and related
matters on Form 20-F/A filed with the SEC on October 3, 2025 (the “20-F/A”).
Investors and other readers should rely only on
the financial information and other related disclosures regarding the six months ended December 31, 2024 and December 31, 2023 contained
in this Form 6-K/A and should not rely on the Original Report nor any previously issued or filed reports, press releases, presentations
or similar communications containing financial information or other related disclosures from the Original Report.
Restatement Background
As previously reported in the Company’s
20-F/A, the Company’s management, in consultation with the Audit Committee of the Board of Directors (the “Audit Committee”),
concluded that the Company’s previously issued audited financial statements included within its annual reports on Form 20-F for
the years ended June 30, 2024 and June 30, 2023 (the “Audited Affected Financials”) and the unaudited condensed consolidated
interim financial statements included within the Original Report for the interim period ended on December 31, 2024 (the “Unaudited
Affected Financials” and together with the Audited Affected Financials, the “Affected Financials”) contain errors. The
Audit Committee, based on the recommendation of, and after consultation with, the Company’s management, further concluded that the
Affected Financials should no longer be relied upon.
The Company has restated the Audited Affected
Financials with the 20-F/A, and is filing this Amendment now to restate the unaudited interim financial information for the six-month
periods ended June 30, 2024 and 2023 included in the Original Report.
The primary reason for the previous restatement relates to the Company’s valuation
of certain of its outstanding warrants issued to Polar as of the date of the merger on February, 27, 2024 and to Empery on June 17, 2024,
and, as of June 30, 2024 and December 31, 2024, used the observable trading price of the Company as of these dates for input in the model.
Refer
to Note 2 - Restatement of Previously Issued Consolidated Financial Statements beginning on page 7 of Exhibit 99.2 to this Form
6-K/A for additional information.
Other
than the restatement items listed above or discussed in Note 2 - Restatement of Previously Issued Consolidated Financial Statements,
management has not incorporated retroactive changes for any disclosure updates that were included in filings subsequent to the
submission of the Original Report on March 19, 2025.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended December 31, 2024 and 2023 |
| 99.2 |
|
Unaudited Consolidated Interim Financial Statements for the Six Months Ended December 31, 2024 and 2023, and as of December 31, 2024 and June 30, 2024. |
| 101.INS |
|
Inline XBRL Instance Document. |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Critical Metals Corp. |
| |
|
|
| |
By: |
/s/ Tony Sage |
| |
Name: |
Tony Sage |
| |
Title: |
Chief Executive Officer and
Executive Chairman |
Date: October 3, 2025
