[SCHEDULE 13G/A] Critical Metals Corp. SEC Filing

Rhea-AI Filing Summary

Global Mofy AI Limited (GMM) reports the full resolution of its April-2025 PIPE warrants. Purchasers first surrendered 25 % (≈2.55 m) of the 10.20 m warrants, leaving 7.65 m outstanding. Between 8-21 July 2025, those remaining warrants were fully exercised via the 0.8× cashless alternative, converting into 6,117,316 Class A ordinary shares. Because the exercise was cashless, the company received no incremental cash.

Following the issuance, share count stands at 25,495,761 Class A and 3,723,975 Class B shares. The new shares—about 24 % of the current Class A total—are registered under the effective Form F-1 (333-287230). This Form 6-K is also incorporated by reference into the company’s Form F-3 shelf (333-284554).

The update removes a sizeable derivative overhang, simplifying the capital structure, but simultaneously dilutes existing holders without providing fresh capital. No financial results, cash-flow data, or guidance were disclosed.

Positive

• 25 % of warrants voluntarily surrendered, cutting potential future dilution by about 2.55 m shares.
• Full exercise eliminates warrant overhang, simplifying capital structure and removing derivative uncertainty.

Negative

• 6.12 m new shares issued, increasing Class A share count by roughly 24 % and diluting existing holders.
• Cashless exercise delivers no cash proceeds, so dilution is not offset by additional capital for operations.

Insights

Equity Capital Markets Analyst

TL;DR: Large warrant block removed but 24 % dilution occurs with zero cash inflow—net negative for existing shareholders.

The voluntary surrender of 25 % of the warrants is constructive because it eliminates 2.55 m potential shares and reduces headline overhang risk. However, the cashless exercise of the remaining 7.65 m warrants expands the Class A float by 6.12 m shares—roughly one quarter of shares now outstanding—without adding capital that could fund growth. The transaction therefore pressures per-share metrics and may weigh on market price despite a cleaner cap table. No earnings data or strategic use of funds offset the dilution, and the company still has dual-class governance (3.72 m Class B shares) that concentrates voting power. Overall impact skews negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G2662B103

1

Names of Reporting Persons

Empery Asset Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,963,288.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,963,288.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,963,288.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.97 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: Includes 1,200,000 Ordinary Shares issuable upon exercise of the Reported Warrants (as defined in Item 2(a)).

SCHEDULE 13G

CUSIP No. G2662B103

1

Names of Reporting Persons

Ryan M. Lane

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,963,288.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,963,288.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,963,288.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.97 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 1,200,000 Ordinary Shares issuable upon exercise of the Reported Warrants.

SCHEDULE 13G

CUSIP No. G2662B103

1

Names of Reporting Persons

Martin D. Hoe

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,963,288.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,963,288.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,963,288.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.97 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 1,200,000 Ordinary Shares issuable upon exercise of the Reported Warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Critical Metals Corp.
(b)	Address of issuer's principal executive offices: 32 Harrogate Street West Leederville Australia C3 66007
Item 2.
(a)	Name of person filing: This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Ordinary Shares, par value $0.001 per share (the "Ordinary Shares") and the Ordinary Shares issuable upon exercise of warrants (the "Reported Warrants") of Critical Metals Corp., a British Virgin Islands exempted company (the "Company"): (i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Reported Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); (ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Reported Warrants held by, the Empery Funds; and (iii) Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Reported Warrants held by, the Empery Funds. The Investment Manager serves as the investment manager to each of the Empery Funds. Each of Mr. Lane and Mr. Hoe (the "Reporting Individuals") is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is: 1 Rockefeller Plaza, Suite 1205 New York, New York 10020
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Ordinary Shares, $0.001 par value per share
(e)	CUSIP No.: G2662B103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G/A is calculated based upon an aggregate of 98,602,178 Ordinary Shares outstanding as of April 25, 2025, as reported in the Company's Prospectus Supplement on Form 424(b)(3) filed with the Securities and Exchange Commission on April 25, 2025, and assumes the exercise of the Reported Warrants. The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Reported Warrants held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Reported Warrants held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of all Ordinary Shares owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such Ordinary Shares.
(b)	Percent of class: 1.97%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Empery Asset Management, LP

Signature:	/s/ Ryan M. Lane
Name/Title:	By: Empery AM GP, LLC, its General Partner, By: Ryan M. Lane, its Managing Member
Date:	07/24/2025

Ryan M. Lane

Signature:	/s/ Ryan M. Lane
Name/Title:	Ryan M. Lane, individually
Date:	07/24/2025

Martin D. Hoe

Signature:	/s/ Martin D. Hoe
Name/Title:	Martin D. Hoe, individually
Date:	07/24/2025

FAQ

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

The company issued 6,117,316 Class A ordinary shares via cashless warrant exercise.

What is GMM's current share count after the transaction?

Outstanding shares now total 25,495,761 Class A and 3,723,975 Class B shares.

Did Global Mofy AI receive cash from the warrant exercise?

No. The warrants were exercised using the cashless alternative, generating no cash proceeds.

What happened to the original 10.2 m PIPE warrants?

Investors surrendered 25 % (≈2.55 m) and exercised the remaining 7.65 m for shares.

Are the new shares already registered for resale?

Yes. The shares are covered by the company’s Form F-1 (333-287230), declared effective on 20 May 2025.