European Lithium sells 3,000,000 CRML shares for $21M, keeps majority

Rhea-AI Filing Summary

European Lithium Limited amended its Schedule 13D to disclose a sale of 3,000,000 ordinary shares of Critical Metals Corp. for an aggregate purchase price of $21,000,000. After the sale, European Lithium reports beneficial ownership of 59,916,641 Ordinary Shares, representing 53.2% of the 112,652,853 issued and outstanding Ordinary Shares as of October 7, 2025. The shares sold were part of the stock European Lithium acquired in connection with a prior merger and subsequently transferred in this Securities Purchase Agreement. The filing confirms sole voting and dispositive power over the reported shares and states no other transactions in the past 60 days.

Positive

• Raised $21,000,000 in cash from sale of 3,000,000 Ordinary Shares
• Retains majority control with 53.2% beneficial ownership after the sale
• Disclosure filed as amendment, updating ownership and contract details consistent with reporting rules

Negative

• Reduced shareholding from previously reported post-merger total (sale of 3,000,000 shares)
• Potential dilution risk if additional issuances occur (ownership calculated on 112,652,853 shares outstanding)

Insights

Corporate Finance Analyst

Sale raises liquidity while maintaining majority control.

The company sold 3,000,000 Ordinary Shares for $21,000,000, which provides near-term cash proceeds that can be used for working capital or strategic purposes. The transaction reduced the Reporting Person's holdings from the previously disclosed post-merger balance but leaves it with a controlling 53.2% stake.

The main dependency is that the purchase closed under the Securities Purchase Agreement on October 8, 2025; there are no additional disclosed transfers in the prior 60 days. Monitor any further share issuances or transfers that could dilute the 53.2% ownership or change voting control within the next reporting period.

Securities Compliance Specialist

Disclosure aligns with Schedule 13D requirements and updates prior filings.

The amendment updates Item 3 to describe the Securities Purchase Agreement and adjusts Item 5 to reflect the post-transaction ownership and voting/dispositive power. It restates that the Reporting Person retains sole voting and dispositive authority over the reported shares.

Key compliance points are the calculation basis of 112,652,853 outstanding shares used to derive the 53.2% figure and the explicit statement that no other transactions occurred in the prior 60 days; any future transfers would require further amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

10/06/2025

(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 59,916,641.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 59,916,641.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

59,916,641.00

12

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

13

Percent of class represented by amount in Row (11)

53.2 %

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 3,000,000 shares sold pursuant to the Securities Purchase Agreement (as defined below). (2) Percent of class calculated based on an aggregate of 112,652,853 Ordinary Shares issued and outstanding as of October 7, 2025.

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. 3 to Schedule 13D (this "Amendment No. 3") 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, and further amended by this Amendment No. 3, 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. 3, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 3 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 October 8, 2025, the Reporting Person entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), by and among Critical Metals Corp., the Reporting Person, Rimbal Pty Ltd, and the investor named therein, pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to sell, and the investor agreed to acquire, 3,000,000 Ordinary Shares of the Issuer for an aggregate purchase price to the Reporting Person of $21,000,000.
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. 3 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 59,916,641 Ordinary Shares after giving effect to the transactions contemplated by the Securities Purchase Agreement, which equates to 53.2% of the outstanding Ordinary Shares. See Item 3 above for a description of the Earnout Shares. The percentage of the class is calculated based on an aggregate of 112,652,853 Ordinary Shares issued and outstanding as of October 7, 2025.
(b)	European Lithium Limited (1) Sole Voting Power: 59,916,641 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 59,916,641 (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. 3 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:	10/08/2025

Signature:	/s/ Melissa Chapman
Name/Title:	Melissa Chapman/Company Secretary
Date:	10/08/2025

FAQ

What did European Lithium disclose in the CRML Schedule 13D/A?

European Lithium disclosed it sold 3,000,000 Ordinary Shares for $21,000,000 and now beneficially owns 59,916,641 shares, equal to 53.2% of outstanding shares.

How was the 53.2% ownership calculated in the filing for CRML?

The percentage is calculated using an aggregate of 112,652,853 Ordinary Shares issued and outstanding as of October 7, 2025.

Does European Lithium retain voting control after the October 2025 sale?

Yes. The filing reports sole voting power and sole dispositive power over the 59,916,641 Ordinary Shares held after the transaction.

When was the Securities Purchase Agreement executed?

The Securities Purchase Agreement was entered into on October 8, 2025, pursuant to which the 3,000,000 shares were sold for $21,000,000.

Were there other share transactions in the 60 days prior to this amendment?

No. The filing states that, except as disclosed, none of the reporting persons effected any transactions in the Ordinary Shares during the past 60 days.