Critical Metals (NASDAQ: CRML) flags errors, restates interim and annual results

Rhea-AI Filing Summary

Critical Metals Corp. has filed an amended Form 6-K to replace its management’s discussion and analysis and unaudited condensed consolidated interim financial statements for the six months ended December 31, 2024 and 2023. The company previously concluded, in consultation with its Audit Committee, that earlier audited and unaudited financial statements contained errors and should no longer be relied upon. This amendment aligns the interim-period information with restated annual financial statements filed on Form 20-F/A and primarily addresses how certain outstanding warrants issued to Polar and Empery were valued, including the use of the company’s observable trading price as an input at specified dates. Investors are directed to rely on the updated exhibits, including detailed restatement information in Note 2 of the interim financial statements.

Positive

• None.

Negative

• Previously issued audited and interim financial statements are deemed unreliable, as management and the Audit Committee concluded they contained errors and required restatement.
• Restatements extend across both annual and interim periods, indicating broader revisions tied to warrant valuation rather than a narrow, single-period adjustment.

Insights

Equity & Reporting Risk Analyst

Restated financials and non-reliance on prior results mark a materially negative reporting event.

Critical Metals Corp. has determined, with Audit Committee involvement, that previously issued audited and interim financial statements contained errors and should no longer be relied upon. The company has already restated its annual Form 20-F figures and now amends its interim Form 6-K to align six-month results for periods ended December 31, 2024 and 2023 with those restatements.

The filing highlights valuation of certain outstanding warrants issued to Polar and Empery as the primary driver, including use of observable trading prices as key model inputs at merger and later dates. Restatements of both audited and interim statements generally raise concerns about prior financial accuracy and internal processes, even when tied to a specific valuation methodology.

The company directs readers to disregard earlier reports, press releases, and presentations that relied on the original interim data and to use only the updated Form 6-K/A and its exhibits for those periods. Note 2 to the interim financial statements is identified as the main source for detailed restatement information, which becomes an important reference point in future company disclosures.

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.

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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).

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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

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FAQ

What is Critical Metals Corp. (CRML) changing in this Form 6-K/A?

The company is amending and restating its management’s discussion and analysis and unaudited condensed consolidated interim financial statements for the six months ended December 31, 2024 and 2023. These updated sections replace the versions previously filed on March 19, 2025.

Why did Critical Metals Corp. restate its financial statements?

Management, in consultation with the Audit Committee, determined that earlier audited and unaudited financial statements contained errors. The primary reason cited is the company’s valuation of certain outstanding warrants issued to Polar and Empery, where observable trading prices at specified dates were used as model inputs.

Which prior Critical Metals Corp. filings should no longer be relied upon?

The company and Audit Committee concluded that the Affected Financials—audited financials in Form 20-F for years ended June 30, 2024 and 2023 and unaudited interim financials in the original Form 6-K for the period ended December 31, 2024—should no longer be relied upon. Readers are told not to rely on earlier reports, press releases, or presentations that used those figures.

How does this Form 6-K/A relate to Critical Metals Corp.’s Form 20-F/A?

The company previously filed a Form 20-F/A on October 3, 2025 to restate its annual financial statements. This Form 6-K/A extends those restatements to the six-month periods ended December 31, 2024 and 2023, updating interim MD&A and financial statements to reflect the same corrections and related effects.

What specific issue caused the warrant valuation restatement for CRML?

The filing states that the primary reason for the restatement is how the company valued certain outstanding warrants issued to Polar at the merger date and to Empery on June 17, 2024, and as of June 30, 2024 and December 31, 2024. The company used the observable trading price of its shares on those dates as an input in the valuation model.

Where can investors find detailed restatement information for Critical Metals Corp.?

Detailed information is referenced in Note 2 – Restatement of Previously Issued Consolidated Financial Statements, beginning on page 7 of Exhibit 99.2 to this Form 6-K/A. The company also notes related changes in its Form 20-F/A for the years ended June 30, 2024 and 2023.