Alyeska discloses 9.9% passive stake in Critical Metals Corp. (CRML)

Rhea-AI Filing Summary

Critical Metals Corp. received a Schedule 13G showing that Alyeska Investment Group, Alyeska Fund GP and Anand Parekh beneficially own 11,652,735 ordinary shares, or 9.9% of the company’s ordinary shares as of December 31, 2025.

The filing notes holdings in common PIPE shares, pre-funded warrants and warrants to purchase additional Class A common stock. These warrants are subject to a 9.9% ownership cap, limiting exercises so that post-exercise ownership does not exceed 9.9% of Critical Metals’ common stock.

The reported 9.9% ownership percentage is based on 117,704,394 ordinary shares outstanding, as stated in a company prospectus filed on November 10, 2025. The reporting persons certify the position is held in the ordinary course of business and not to change or influence control of Critical Metals.

Insights

Equity ownership and governance analyst

Alyeska discloses a capped 9.9% passive stake in Critical Metals.

The Schedule 13G reports that Alyeska Investment Group, Alyeska Fund GP and Anand Parekh collectively hold beneficial ownership of 11,652,735 ordinary shares of Critical Metals Corp., representing 9.9% of the outstanding ordinary shares as of December 31, 2025.

The position includes PIPE shares, pre-funded warrants and warrants to purchase additional Class A common stock, but the warrants are contractually limited so exercises cannot push ownership above 9.9%. This kind of cap is designed to keep the holder below key regulatory and governance thresholds.

The ownership percentage is calculated using 117,704,394 ordinary shares outstanding, based on a prospectus filed on November 10, 2025. The filers certify that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control, which aligns with passive-investor status under a Schedule 13G.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Critical Metals Corp.

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

G2662B103

(CUSIP Number)

12/31/2025

(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

Alyeska Investment Group, L.P.

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 11,652,735.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,652,735.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,652,735.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G2662B103

1

Names of Reporting Persons

Alyeska Fund GP, LLC

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 11,652,735.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,652,735.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,652,735.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G2662B103

1

Names of Reporting Persons

Anand Parekh

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 11,652,735.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,652,735.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,652,735.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Critical Metals Corp.
(b)	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 2.
(a)	Name of person filing: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(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: 11,652,735
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 11,652,735
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 11,652,735
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	02/17/2026

Exhibit Information

The reporting persons are the beneficial owners of 3,909,170 common PIPE shares, of the Issuer, hold pre-funded warrants to purchase 1,560,303 shares of the Issuer's Class A common stock, and hold warrants to purchase 10,000,000 shares of the Issuer's Class A common stock, (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of December 31, 2025 the reporting persons may only exercise up to 7,743,565 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 117,704,394 outstanding shares of Ordinary Shares of the Issuer, based on the Issuer's Prospectus filed with the Securities and Exchange Commission on November 10, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

FAQ

What stake in Critical Metals Corp. (CRML) does Alyeska report on this Schedule 13G?

Alyeska and related reporting persons disclose beneficial ownership of 11,652,735 ordinary shares of Critical Metals Corp., representing 9.9% of the company’s outstanding ordinary shares. This percentage is calculated using 117,704,394 shares outstanding, based on a November 10, 2025 company prospectus.

Which entities are reporting beneficial ownership in Critical Metals Corp. (CRML)?

The Schedule 13G lists three reporting persons: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh. Each reports the same 11,652,735 shares beneficially owned, with shared voting and dispositive power, representing a 9.9% stake in Critical Metals Corp. ordinary shares.

How is Alyeska’s 9.9% ownership in Critical Metals Corp. (CRML) calculated?

The 9.9% ownership figure is based on 11,652,735 ordinary shares beneficially owned relative to 117,704,394 ordinary shares outstanding. The outstanding share count comes from a Critical Metals Corp. prospectus filed on November 10, 2025, which the reporting persons reference for their percentage calculation.

What types of Critical Metals Corp. (CRML) securities does Alyeska hold?

The reporting persons state they beneficially own 3,909,170 common PIPE shares, pre-funded warrants for 1,560,303 shares, and warrants to purchase 10,000,000 Class A common shares. Warrant exercises are limited so total ownership cannot exceed 9.9% of Critical Metals’ outstanding common stock immediately after exercise.

Is Alyeska’s 9.9% position in Critical Metals Corp. (CRML) a passive investment?

Yes. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Critical Metals Corp. This language is consistent with a passive-investor filing on Schedule 13G rather than an activist position.

Why is there a 9.9% ownership cap on Alyeska’s Critical Metals Corp. (CRML) warrants?

The filing explains that the warrants can only be exercised into a number of shares that would result in no more than 9.9% of Common Stock outstanding immediately after exercise. As of December 31, 2025, this limits exercisable ordinary shares under the warrant agreement to 7,743,565.