[SCHEDULE 13D/A] Critical Metals Corp. Amended Major Shareholder Report

Rhea-AI Filing Summary

European Lithium Limited, a major shareholder of Critical Metals Corp., has amended its ownership filing after a Rule 144 sale of 5,000,000 Ordinary Shares on January 21, 2026. Following this sale, European Lithium now beneficially owns 48,036,338 Ordinary Shares, representing 39.5% of Critical Metals’ outstanding Ordinary Shares.

The ownership percentage is based on 121,674,807 Ordinary Shares issued and outstanding as of January 23, 2026. The filing notes that an additional 3,389,419 Earnout Shares may be issued to European Lithium if share price conditions are met within five years of the business combination, but these contingent shares are not included in the current beneficial ownership figure.

Insights

Equity ownership and governance analyst

Large holder trims stake but remains a controlling presence at 39.5%.

European Lithium Limited reports a Rule 144 sale of 5,000,000 Ordinary Shares of Critical Metals Corp., reducing its holding to 48,036,338 shares. This still represents 39.5% of the company’s 121,674,807 Ordinary Shares outstanding as of January 23, 2026, so it remains a dominant shareholder with sole voting and dispositive power over this block.

The filing also highlights up to 3,389,419 contingent Earnout Shares that could be issued if price-related conditions are satisfied within five years of the business combination. If those conditions are met, European Lithium’s stake could increase further, reinforcing its influence. Actual future ownership will depend on both any additional share sales and whether the earnout triggers under the specified price conditions.

From a governance perspective, the key takeaway is that despite this sale, European Lithium continues to hold a very large minority position and retains significant influence over shareholder votes and potential strategic decisions, as reflected in its sole voting and dispositive power disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

01/21/2026

(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 48,036,338.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 48,036,338.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

48,036,338.00

12

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

13

Percent of class represented by amount in Row (11)

39.5 %

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 5,000,000 Ordinary Shares sold on January 21, 2026.

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. 6 to Schedule 13D (this "Amendment No. 6") 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, and as further amended by this Amendment No. 6, 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. 6, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 6 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: Rule 144 Sale On January 21, 2026, the Reporting Person agreed to sell 5,000,000 Ordinary Shares pursuant to Rule 144 under the Securities Act of 1933, as amended, resulting in aggregate gross proceeds of approximately $85.5 million.
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. 6 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 48,036,338 Ordinary Shares after giving effect to the Rule 144 Sale, which equates to 39.5% 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 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 121,674,807 Ordinary Shares issued and outstanding as of January 23, 2026.
(b)	European Lithium Limited (1) Sole Voting Power: 48,036,338 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 48,036,338 (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. 6 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:	01/23/2026

Signature:	/s/ Melissa Chapman
Name/Title:	Melissa Chapman/Company Secretary
Date:	01/23/2026