UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
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 2026
Commission File Number: 001-41973
Critical Metals Corp.
(Exact name of registrant as specified in its
charter)
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
As previously disclosed, on May 18, 2026, Critical
Metals Corp. (the “Company”) entered into a Scheme Implementation Deed (as amended) under which the Company will acquire
all of the issued shares and listed options of European Lithium Ltd. (“European Lithium”) by way of two interdependent
schemes of arrangement under Australian law, comprising of a scheme between European Lithium and its shareholders (the “Share
Scheme”) and a scheme between European Lithium and the holders of its listed options (the “Option Scheme”,
and together with the Share Scheme, the “Schemes”).
On October 22, 2026, European Lithium announced
that, at the general meeting and the meetings of shareholders and optionholders held on that date in West Leederville, Western Australia
to vote on the Schemes, European Lithium shareholders and optionholders voted in favor of the Company's proposed acquisition of European
Lithium. The resolutions to approve the Share Scheme and the Option Scheme were each passed by the requisite majorities, with 99.96% of
the votes cast by European Lithium shareholders (and 97.22% of shareholders present and voting) in favor of the Share Scheme, and 100%
of the votes cast by European Lithium optionholders (and 100% of optionholders present and voting) in favor of the Option Scheme. European
Lithium shareholders also approved the related party resolutions at the general meeting. With these approvals, the conditions requiring
securityholder approval of the Schemes have been satisfied. The Schemes remain subject to approval by the Supreme Court of Western Australia
at a second court hearing scheduled for October 26, 2026, with implementation expected on November 5, 2026.
Cautionary Note Regarding Forward-Looking
Statements
This Form 6-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements include, without limitation, statements regarding the timing of closing of the transactions, statements
regarding anticipated benefits of the transactions, as well as statements regarding the financial position, financial performance, business
strategy, expectations of the Company’s business and the plans and objectives of management for future operations. These statements
constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified
by the fact that they do not relate strictly to historical or current facts. When used herein, forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed
to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking
statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual
Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as amended by Amendment No. 1 to the Company’s Annual
Report on Form 20-F/A filed with the SEC. These forward-looking statements are based on information available as of the date hereof, and
expectations, forecasts and assumptions as of the date hereof involve a number of judgments, risks and uncertainties. Accordingly, forward-looking
statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake
any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be required under applicable securities laws.
Incorporation by Reference
The information contained in this Form 6-K
shall be deemed to be filed with the Securities and Exchange Commission and is hereby incorporated by reference into the
Company’s registration statements on Form F-3 (File No. 333-299575), on Form
F-3 (File No. 333-296156), on Form
F-3 (File No. 333-294406), Form
F-3 (File No. 333-290973), Form
F-3 (File No. 333-286326), Form
F-3 (File No. 333-293656), Form
F-3 (File No. 333-278400), Form
S-8 (File No. 333-291195) and Form
S-8 (File No. 333-280017) (including any prospectuses forming a part of such registration statements) and to be a part thereof
from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or
furnished.
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.
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Critical Metals Corp. |
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| October 22, 2026 |
By: |
/s/ Tony Sage |
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Name: |
Tony Sage |
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Title: |
Chief Executive Officer and Executive Chairman |
