European Lithium (CRML) sells 2.5M Critical Metals shares in $33.75M deal

Rhea-AI Filing Summary

Critical Metals Corp. received an ownership update from major shareholder European Lithium Limited. European Lithium entered a Securities Purchase Agreement on February 3, 2026 to sell 2,500,000 Ordinary Shares for $33,750,000, with the transaction closing on February 4, 2026.

After this sale, European Lithium beneficially owns 45,536,338 Ordinary Shares, representing 37.3% of Critical Metals’ outstanding Ordinary Shares, based on 122,074,807 shares outstanding as of February 4, 2026. European Lithium also has a potential entitlement to 3,389,419 additional earnout shares if specified price-related conditions are met within five years of the business combination.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Critical Metals Corp.

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

G2662B103

(CUSIP Number)

Jason A. Rocha
White & Case LLP, 609 Main Street Suite 2900
Houston, TX, 77002
(713) 496-9700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G2662B103

1

Name of reporting person

European Lithium Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 45,536,338.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 45,536,338.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

45,536,338.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The aggregate amount of ordinary shares, $0.001 par value per share of the Issuer (the "Ordinary Shares"), beneficially owned by the Reporting Person is comprised of 66,416,641 Ordinary Shares acquired from the Issuer on February 27, 2024 in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 24, 2022, as amended as of January 4, 2023, July 7, 2023, and November 17, 2023 (the "Merger Agreement"), by and among the Issuer, the Reporting Person, Sizzle Acquisition Corp., a Delaware corporation, European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands ("ELAT") and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer, as more fully described in the Issuer's Registration Statement on Form F-4 that was declared effective on December 27, 2023 and as supplemented on February 15, 2024 (the "Business Combination"), less shares subsequently transferred by the Reporting Person, including 2,500,000 Ordinary Shares sold pursuant to the Securities Purchase Agreement (as defined below).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, $0.001 par value per share
(b)	Name of Issuer: Critical Metals Corp.
(c)	Address of Issuer's Principal Executive Offices: c/o Maples Corporate Services (BVI) Ltd, Kingston Chambers, PO Box 173, Road Town, Tortola, VIRGIN ISLANDS, BRITISH , VG1110.
Item 1 Comment: Explanatory Note This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on March 5, 2024 (as amended by Amendment No. 1 to Schedule 13D filed with the SEC on December 13, 2024, Amendment No. 2 to Schedule 13D filed with the SEC on July 1, 2025, Amendment No. 3 to Schedule 13D filed with the SEC on October 8, 2025, Amendment No. 4 to Schedule 13D filed with the SEC on October 14, 2025, Amendment No. 5 to Schedule 13D filed with the SEC on October 21, 2025, Amendment No. 6 to Schedule 13D filed with the SEC on January 23, 2026 and as further amended by this Amendment No. 7, the "Schedule 13D"), relating the ordinary shares, $0.001 par value per share ("Ordinary Shares"), of Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the "Issuer"). Unless specifically amended or supplemented by this Amendment No. 7, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 7 shall have the meanings assigned to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3: Securities Purchase Agreement On February 3, 2026, the Reporting Person entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement") with a third party, pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to sell, and the third party agreed to acquire, 2,500,000 Ordinary Shares of the Issuer for an aggregate purchase price to the Reporting Person of $33,750,000. The transactions contemplated by the Securities Purchase Agreement closed on February 4, 2026.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 7 to Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate amount of Ordinary Shares of the Issuer beneficially owned by the Reporting Person is comprised of 45,536,338 Ordinary Shares after giving effect to the transactions contemplated by the Securities Purchase Agreement, which equates to 37.3% of the outstanding Ordinary Shares. The number of Ordinary Shares beneficially owned by the Reporting Person does not include 3,389,419 Earnout Shares (as defined in the Schedule 13D filed with the SEC on March 5, 2024), which may be issued on two separate occasions to the Reporting Person upon satisfaction of certain terms and conditions relating to the price of Ordinary Shares during the five-year period following the consummation of the Business Combination. The percentage of the class is calculated based on an aggregate of 122,074,807 Ordinary Shares issued and outstanding as of February 4, 2026.
(b)	European Lithium Limited (1) Sole Voting Power: 45,536,338 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 45,536,338 (4) Shared Dispositive Power: 0
(c)	Except as described in this Schedule 13D, during the past 60 days none of the Reporting Persons or Covered Persons has effected any transactions in the Ordinary Shares.
(d)	Except as disclosed in this Schedule 13D, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the Ordinary Shares to which this Schedule 13D relates.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 7 to Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

European Lithium Limited

Signature:	/s/ Tony Sage
Name/Title:	Tony Sage/Executive Chairman
Date:	02/05/2026

Signature:	/s/ Melissa Chapman
Name/Title:	Melissa Chapman/Company Secretary
Date:	02/05/2026

FAQ

What change in ownership of Critical Metals Corp. (CRML) does this Schedule 13D/A report?

European Lithium Limited reports a reduced stake in Critical Metals Corp.. After selling 2,500,000 Ordinary Shares, it now beneficially owns 45,536,338 shares, representing 37.3% of the company’s 122,074,807 outstanding Ordinary Shares as of February 4, 2026.

How many Critical Metals (CRML) shares did European Lithium sell and for what price?

European Lithium agreed to sell 2,500,000 Ordinary Shares of Critical Metals. Under the Securities Purchase Agreement dated February 3, 2026, the aggregate purchase price payable to European Lithium was $33,750,000, and the transaction closed on February 4, 2026.

What percentage of Critical Metals Corp. (CRML) does European Lithium now own?

Following the February 2026 share sale, European Lithium beneficially owns 37.3% of Critical Metals’ Ordinary Shares. This percentage is based on 45,536,338 shares held by European Lithium and a total of 122,074,807 Ordinary Shares outstanding as of February 4, 2026.

Does European Lithium have any potential additional earnout shares in Critical Metals (CRML)?

Yes. European Lithium may receive up to 3,389,419 earnout shares of Critical Metals. These shares are issuable on two occasions if certain share price-related terms and conditions are satisfied during the five-year period following completion of the business combination.

What agreement governed European Lithium’s February 2026 sale of Critical Metals (CRML) shares?

The sale was governed by a Securities Purchase Agreement dated February 3, 2026 between European Lithium and a third party. Under this agreement, European Lithium sold 2,500,000 Ordinary Shares of Critical Metals for an aggregate consideration of $33,750,000.

How did European Lithium originally acquire its Critical Metals (CRML) shares?

European Lithium originally acquired 66,416,641 Ordinary Shares of Critical Metals on February 27, 2024. This occurred in connection with a business combination under an Agreement and Plan of Merger involving Critical Metals, European Lithium, Sizzle Acquisition Corp., ELAT, and Project Wolf Merger Sub Inc.