UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-41973
Critical Metals Corp.
(Exact name of registrant as specified in its
charter)
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
EXPLANATORY NOTE
PIPE Financing
On October 15, 2025, Critical Metals Corp.
(the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an
accredited investor (the “PIPE Investor”). Pursuant to the Securities Purchase Agreement, the PIPE Investor agreed to
subscribe for and purchase from Critical Metals, and Critical Metals agreed to issue and sell to the PIPE Investor, an aggregate of
1,470,000 ordinary shares, par value $0.001 per share, of Critical Metals (“Ordinary Shares”) and a pre-funded warrant
to purchase 1,560,303 Ordinary Shares (the “Pre-Funded Warrant”) for an aggregate amount of $50,000,000 million, on the
terms and subject to the conditions set forth therein (the “PIPE Financing”). The Pre-Funded Warrant is immediately
exercisable at an exercise price of $0.0001 per Ordinary Share and will not expire until exercised in full. The PIPE Financing is
expect to close on October 16, 2025 (the “Closing Date”).
In connection with the PIPE Financing, for a period
of three months days after the date of effectiveness of the Resale Registration Statement (as defined below), the Company will be restricted
from issuing additional Ordinary Shares or filing certain registration statements with the SEC.
Pursuant to the PIPE Financing, the Company entered
into a registration rights agreement (the “Registration Rights Agreement”) with the PIPE Investor. Pursuant to the Registration
Rights Agreement, the Company has agreed that, no later than 30 days following the Closing Date, the Company will file with the SEC a
registration statement registering the resale of the Shares issued in the PIPE Financing and Ordinary Shares issuable upon exercise of
the Warrant (the “Resale Registration Statement”) and will use its reasonable best efforts to have the Resale Registration
Statement declared effective as soon as practicable after the filing thereof, but in any event within 30 days after the date of filing
the Resale Registration Statement, or 60 days if the U.S. Securities and Exchange Commission reviews the Resale Registration Statement,
and maintain the effectiveness of the Resale Registration Statement.
The foregoing descriptions of the Securities Purchase
Agreement, Registration Rights Agreement and Pre-Funded Warrant Agreement, do not purport to be complete and are subject to and qualified
in their entirety by reference to the Securities Purchase Agreement, Registration Rights Agreement, and Pre-Funded Warrant Agreement which
are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this report on Form 6-K.
The private placement of securities contemplated
in connection with the PIPE Financing under the Securities Purchase Agreement was undertaken in reliance upon an exemption from the registration
requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.
This Form 6-K does not constitute an offer to
sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities
laws of any such state or jurisdiction.
Cautionary Note Regarding Forward-Looking
Statements
This Form 6-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the financial position,
financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations.
These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements
can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,”
“designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of
historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking
statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual
Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as amended by Amendment No. 1 to the Company’s Annual
Report on Form 20-F/A filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information
available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent
date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Incorporation by Reference
The information contained in this Form 6-K is
hereby incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-280017),
Form F-3 (File No. 333-286326)
and Post-Effective Amendment No. 2 to Form F-1 on Form F-3 (File No. 333-278400)
(including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form
6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Securities Purchase Agreement, dated as of October 15, 2025, by and between Critical Metals Corp. and the investor named therein. |
| 99.2 |
|
Registration Rights Agreement, dated as of October 15, 2025, by and between Critical Metals Corp. and the investor named therein. |
| 99.3 |
|
Pre-Funded Warrant Agreement, dated as of October 15, 2025. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Critical Metals Corp. |
| |
|
|
| |
By: |
/s/ Tony Sage |
| |
Name: |
Tony Sage |
| |
Title: |
Chief Executive Officer and
Executive Chairman |
Date: October 16, 2025
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